Air Products & Chemicals, Inc.

Discussion of First Nine Months Consolidated Results

** Change versus prior period is not meaningful due to pre-tax charges for business and asset actions of $3.0 billion in the first nine months of fiscal year 2025, the majority of which were recorded during the second quarter of fiscal year 2025.

Sales

The table below summarizes the major factors that impacted consolidated sales for the periods presented:

Sales of $8.9 billion decreased $42.7 versus the prior year. On a percentage basis, sales were flat as lower volumes of 3% were partially offset by higher energy cost pass-through to customers of 2% and higher pricing of 1%. Unfavorable volumes were driven by the divestiture of the LNG business in September 2024, which resulted in a headwind of approximately 2%, lower global helium demand, and previously announced project exits within the Americas segment. These items were partially offset by higher on-sites and favorable non-recurring items in the Americas segment during the fiscal half of fiscal year 2025, which included a significant sale of helium to an existing merchant customer and a one-time customer contract amendment. The 1% total company price improvement, which equates to a 2% improvement for the merchant business, was primarily driven by non-helium pricing actions in the Americas and Europe segments.

Cost of Sales and Gross Margin

Cost of sales of $6.1 billion increased 1%, or $46.2, due to higher energy cost pass-through to customers of $191, higher costs of $60, and higher power and fuel costs in our merchant business of $40. The higher costs of $60 were driven by depreciation, fixed-cost inflation, and incentive compensation partially offset by productivity improvements. These impacts were partially offset by lower costs of $223 attributable to sales volumes and a favorable currency impact of $22. Gross margin of 31.1% decreased 90 bp from 32.0% in the prior year.

Selling and Administrative Expense

Selling and administrative expense of $687.0 decreased 4%, or $27.4, as productivity improvements were partially offset by fixed-cost inflation and incentive compensation. Selling and administrative expense as a percentage of sales decreased to 7.7% from 8.0% in the prior year.

Research and Development Expense

Research and development expense of $69.0 decreased 12%, or $9.1. Research and development expense as a percentage of sales decreased to 0.8% from 0.9% in the prior year.

Our consolidated income statements include charges of $3.0 billion ($2.3 billion after tax attributable to Air Products, or $10.35 per share) and $57.0 ($43.8 after tax, or $0.20 per share) for the nine months ended 30 June 2025 and 2024, respectively, for the initiatives discussed below. Charges for business and asset actions are not reflected in segment results.

The charge in fiscal year 2025 primarily includes project exit costs resulting from an ongoing review of our project backlog, which led to a decision to exit various projects related to clean energy generation and distribution in the second quarter. The affected projects were primarily in our Americas segment. Our estimates related to exiting these projects reflect our best judgment based on information available as of 30 June 2025. Final settlement of these items may differ materially from our current estimates, which could impact our consolidated financial statements in future periods. Additionally, our Board of Directors continues to review the business, which may lead to decisions that could result in additional charges in future periods.

The charge also included $66.1 for involuntary termination benefits for additional actions identified under our existing global cost reduction plan. The charge related to this plan in the prior year was $57.0 ($43.8 after tax, or $0.20 per share). Once all actions under the plan are fully executed, we expect to realize annual pre-tax savings of approximately $185 to $195, primarily through selling and administrative expense.

For additional information, refer to Note 4, Business and Asset Actions, to the consolidated financial statements.

In fiscal year 2025, we incurred shareholder activism-related costs of $86.3 ($71.7 after tax, or $0.32 per share) in connection with a proxy contest that concluded in January 2025 following certification of the election of directors at the 2025 Annual Meeting of Shareholders. Shareholder activism-related costs are not reflected in segment results.

Shareholder activism-related costs recorded in fiscal year 2025 included $31.9 for legal and other professional service fees as well as incremental proxy solicitation costs related to the 2025 Annual Meeting of Shareholders; $29.7 for executive separation costs for our former CEO, which included a noncash expense of $22.4 to accelerate vesting of share-based awards and $7.3 for severance and other cash benefits; and $24.7 for a cash reimbursement to Mantle Ridge for expenses incurred during its proxy engagement. Refer to Note 19, Supplemental Information, for additional information.

Gain on Sale of Business

During the third quarter of fiscal year 2025, we recognized a gain of $67.3 ($51.9 after tax, or $0.23 per share) on the sale of our 100% ownership interest in a consolidated subsidiary in Singapore. This gain is not reflected in the results of the Asia segment. Refer to Note 5, Acquisitions and Divestitures, to the consolidated financial statements for additional information. Prior to the divestiture, the subsidiary contributed annual sales of approximately $50 to our Asia segment, primarily through the merchant gas supply mode.

Other Income (Expense), Net

Other income of $73.3 increased 73%, or $30.9. The increase was driven by a $31.3 gain ($23.8 after tax, or $0.11 per share) on the sale of a regional office in Hersham, England, during the third quarter of fiscal year 2025. This gain is not reflected in the results of the Europe segment.

Operating Income (Loss) and Operating Margin

Operating loss was $893.8 during the first nine months of fiscal year 2025 compared to income of $2.0 billion in the prior year. The loss in fiscal year 2025 was primarily attributable to significantly higher pre-tax charges for business and asset actions, which totaled $3 billion in fiscal year 2025 versus $57 in the prior year. Volumes were lower by $59 driven by the divestment of the LNG business in September 2024. Operating income contributed by the LNG business in the prior year was approximately $95. Fiscal year 2025 also included shareholder activism-related costs of $86. Additionally, other costs were unfavorable by $40 as fixed-cost inflation, higher depreciation, and incentive compensation were partially offset by productivity improvements. We also recorded pre-tax gains totaling approximately $99 in connection with the sale of a consolidated subsidiary and the sale of a regional office during the third quarter of fiscal year 2025. Additionally, higher pricing driven by non-helium merchant products favorably impacted operating results by $51, net of power and fuel costs.

Operating margin was negative 10.1% compared to positive 22.9% in the prior year, which was primarily attributable to the charge for business and asset actions.

Equity Affiliates' Income

Equity affiliates' income of $463.7 decreased 1%, or $6.9, primarily due to lower income from JIGPC, a prior year asset sale in an Americas affiliate, and an impairment charge related to a joint venture in China that was recorded as part of our business and asset actions during the second quarter of fiscal year 2025. These impacts were partially offset by higher income from an affiliate in Italy.

Interest Expense

Interest expense decreased 14%, or $22.9, driven by a higher carrying value of ongoing projects under construction, partially offset by the impact of a higher debt balance and project exits.

Other Non-Operating Income (Expense), net

Other non-operating income of $14.3 increased $39.6 from an expense of $25.3 in the prior year. The increase was driven by lower non-service pension costs, which were $32.1 ($24.0 after tax, or $0.11 per share) for the first nine months of fiscal year 2025 compared to $75.3 ($56.7 after tax, or $0.25 per share) in the prior year. Additionally, de-designated interest rate swaps related to financing for the NEOM Green Hydrogen Project resulted in an unrealized gain of $27.0 ($7.2 attributable to Air Products after tax, or $0.03 per share), compared to $11.2 ($3.0 after tax, or $0.01 per share) in the prior year. Refer to Note 3, Variable Interest Entities, and Note 10, Financial Instruments, to the consolidated financial statements for additional information. These items were partially offset by lower interest income on short-term investments.

Discontinued Operations

During the third quarter of fiscal year 2025, we recorded a pre-tax loss from discontinued operations of $10.6 ($8.0 after tax) primarily to increase our existing liability for retained environmental remediation obligations associated with production facilities in the atmospheric emulsions and pressure sensitive adhesives businesses sold in 2008. Refer to the "Piedmont" discussion under Note 14, Commitments and Contingencies, for additional information. The loss did not have an impact on our statement of cash flows for the first nine months of fiscal year 2025.

Net Income (Loss)

Net loss was $364.5 during the first nine months of fiscal year 2025 compared to net income of $1.9 billion in the prior year. The loss in fiscal year 2025 was primarily attributable to significantly higher after-tax charges for business and asset actions, which totaled $2.3 billion in fiscal year 2025 versus $44 in the prior year. Additionally, the current year reflects shareholder activism-related costs, lower volumes associated with the divestiture of the LNG business in September 2024, and higher costs for fixed-cost inflation, higher depreciation, and incentive compensation, which were partially offset by productivity improvements. Additionally, fiscal year 2025 benefited from gains recognized in connection with the sale of a consolidated subsidiary and the sale of a regional office, higher non-helium merchant pricing, and lower non-service pension costs.

Adjusted EBITDA

Adjusted EBITDA of $3.7 billion increased 1%, or $28.2, as higher pricing and productivity improvements were partially offset by higher costs, lower volumes, and unfavorable currency.

The effective tax rate equals the income tax provision divided by income before taxes. Equity affiliates' income is primarily included net of income taxes within income before taxes on our consolidated income statements.

For the nine months ended 30 June 2025, our consolidated income statements include an income tax benefit of $205.5 compared to an income tax expense of $406.5 for the prior year period. The tax benefit in fiscal year 2025 represents an effective tax rate of 36.6% on the pre-tax loss reported for the nine months ended 30 June 2025 compared to an effective rate of 17.5% for tax expense on the pre-tax income reported for the nine months ended 30 June 2024.

The current year rate was primarily impacted by a $3.0 billion pre-tax charge for business and asset actions and other items as further discussed below. Our estimates related to many of these items reflect our best judgment based on information available as of 30 June 2025. The amount and timing of final settlement of these items may differ from our current estimates, which could impact our tax provision in future periods.

For additional information, refer to Note 18, Income Taxes, to the consolidated financial statements.

Tax Impact of Business and Asset Actions

During fiscal year 2025, we recorded a pre-tax charge of $3.0 billion for the business and asset actions discussed in Note 4, Business and Asset Actions, to the consolidated financial statements. This charge had a related net income tax benefit of $649.3.

Tax Reform Adjustment Related to Deemed Foreign Dividends

During the second quarter of fiscal year 2025, we recorded a $34.9 net income tax benefit related to our intent to file a refund claim after the review of several U.S. Tax Court cases regarding the U.S. taxation of deemed foreign dividends in the transition year of the Tax Cuts and Jobs Act (our fiscal year 2018).

Tax on Repatriation of Foreign Earnings

During the second quarter of fiscal year 2025, we recorded a $31.4 cost related to estimated withholding taxes on foreign earnings we no longer intend to indefinitely reinvest. There were no other significant changes to our assumptions regarding the reinvestment of foreign earnings during the first nine months of fiscal year 2025.

During fiscal year 2025, we incurred costs of $86.3 related to a proxy contest as further discussed in Note 19, Supplemental Information, to the consolidated financial statements. We recognized an income tax benefit of $14.6 primarily related to legal and other professional service fees as well as incremental proxy solicitation costs related to the 2025 Annual Meeting of Shareholders.

Other

In addition to the items discussed above, our effective tax rate was higher in fiscal year 2025 due to lower tax benefits on U.S. export income, higher net costs on foreign-related income taxed in the U.S, and an income tax benefit for a tax election related to a non-U.S. subsidiary that occurred in our prior fiscal year but did not recur in fiscal year 2025. These increases were partially offset by larger benefits in fiscal year 2025 for the release of certain unrecognized tax benefits upon expiration of the statute of limitations.

Adjusted Effective Tax Rate

Our adjusted effective tax rate, which excludes the impact of adjustments presented in the "Reconciliations of Non-GAAP Financial Measures" section beginning on page 66, was 18.6% and 17.9% for the nine months ended 30 June 2025 and 2024, respectively.

On 4 July 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act (OBBBA), was enacted in the United States. OBBBA includes a broad range of tax reform provisions, including extending and modifying certain key Tax Cuts and Jobs Act provisions (both domestic and international), expanding certain Inflation Reduction Act incentives, and accelerating the phase-out of other provisions. We are evaluating the impacts of this legislation on our consolidated financial statements.

Despite the OBBBA’s revisions to the Inflation Reduction Act incentives, we still anticipate future benefits from tax incentives for certain carbon sequestration and clean hydrogen production projects.

Discussion of First Nine Months Results by Business Segment

Americas

The table below summarizes the major factors that impacted sales in the Americas segment for the periods presented:

Sales of $3.8 billion increased 3%, or $103.2, as higher energy cost pass-through to customers of 3% and higher pricing of 2% were partially offset by lower volumes of 1% and an unfavorable currency impact of 1%. Higher energy cost pass-through to customers was primarily attributable to higher natural gas prices. The total segment pricing increase of 2% equates to a 4% improvement in our merchant business, primarily in non-helium product lines. Volumes were unfavorable primarily due to lower on-sites, including previously announced project exits, and lower helium demand despite a significant, non-recurring sale of helium to an existing merchant customer during the first quarter. These headwinds were partially offset by a favorable one-time customer contract amendment in the second quarter of fiscal year 2025.

Operating income of $1.1 billion increased 1%, or $10.6, due to favorable volumes of $49 and positive pricing, net of power and fuel costs in our merchant business, of $38, partially offset by higher costs of $68 and unfavorable currency of $8. The higher costs primarily reflect higher depreciation, fixed-cost inflation, and maintenance, which were partially offset by productivity improvements. Additionally, income recognized on the sale of an equity method investment in the first quarter of fiscal year 2025 was largely offset by a favorable prior year legal settlement. Operating margin of 29.4% decreased 50 bp from 29.9% in the prior year as the margin impacts of higher costs and higher energy cost pass-through to customers were partially offset by favorable business mix. Higher energy cost pass-through to customers accounted for approximately 100 bp of the decline.

Equity affiliates’ income of $104.1 decreased 12%, or $14.7, driven by our share of income from an asset sale in the prior year as well as lower income from an affiliate in Mexico.

Asia

The table below summarizes the major factors that impacted sales in the Asia segment for the periods presented:

Sales of $2.4 billion increased 2%, or $38.1, as higher volumes of 2% and higher energy cost pass-through to customers of 2% were partially offset by lower pricing of 1% and an unfavorable currency impact of 1%. Higher on-site volumes were partially offset by lower helium demand. The total segment pricing decline of 1% equates to a 2% decline in our merchant business, which was primarily attributable to helium.

Operating income of $624.6 increased 2%, or $9.7, primarily due to lower costs of $35 partially offset by lower pricing, net of power and fuel costs, of $22 and unfavorable currency of $6. The cost improvement was primarily attributable to productivity and lower maintenance costs, which was partially offset by higher costs related to incentive compensation and fixed-cost inflation. Operating margin of 26.0% was flat versus the prior year as the margin impact of lower costs was offset by lower helium pricing.

Equity affiliates’ income of $30.3 increased 43%, or $9.1, driven by prior year maintenance expense at an affiliate in China as well as higher income from affiliates in Thailand.

Europe

The table below summarizes the major factors that impacted sales in the Europe segment for the periods presented:

Sales of $2.2 billion increased 5%, or $102.6, due to higher pricing of 2%, higher energy cost pass-through to customers of 2%, and a favorable impact from currency of 1%. The total segment price increase of 2% equates to a 4% improvement in our merchant business, driven by non-helium product lines. Volumes were flat as higher on-sites were offset by lower helium demand.

Operating income of $607.2 increased 1%, or $3.9, due to favorable pricing, net of power and fuel costs, of $35 and favorable currency of $5, partially offset by unfavorable business mix of $24 and higher costs of $12. Higher costs for depreciation and fixed-cost inflation were partially offset by productivity improvements. Operating margin of 27.7% decreased 110 bp from 28.8% in the prior year as the margin impacts of unfavorable business mix, higher costs, and higher energy cost pass-through to customers were partially offset by higher non-helium pricing.

Equity affiliates’ income of $75.6 increased 29%, or $16.9, driven by higher income from our affiliate in Italy.

Middle East and India

Sales of $103.9 were flat as higher volumes and unfavorable currency were immaterial. Operating income of $4.6 decreased 43%, or $3.5, primarily due to higher costs.

Equity affiliates' income of $249.2 decreased 3%, or $6.8, driven by JIGPC.

Corporate and other

Sales of $334.4 decreased 46%, or $286.6, and operating loss of $318.5 increased 30%, or $73.5, primarily due to the divestiture of the LNG business in September 2024. Operating income generated by LNG in the prior year was approximately $95. These impacts were partially offset by productivity improvements.

Equity affiliates' income of $11.3 decreased 29%, or $4.6, driven by an affiliate in Algeria.