Air Products Shifts Focus After $1.6B LNG Business Sale

TL;DR

**APD's $1.6 billion LNG sale is a bullish signal for its clean hydrogen future, making it a strong long-term play in the green energy transition.**

AI Summary

Air Products & Chemicals, Inc. (APD) reported consolidated sales where regional industrial gases constituted over 90% in fiscal years 2025, 2024, and 2023, with atmospheric gases accounting for approximately half of these sales. The company exited certain clean energy projects in fiscal year 2025, as detailed in Note 5, Business and Asset Actions, but continues to pursue focused investments in scalable, economically viable clean energy solutions. A significant business change was the sale of its liquefied natural gas (LNG) process technology and equipment business to Honeywell International Inc. on September 30, 2024, which generated operating income of approximately $135 million in fiscal year 2024 and $120 million in fiscal year 2023. This sale resulted in a pre-tax gain of approximately $1.6 billion recognized in the fourth quarter of fiscal year 2024. Key risks include changes in global economic conditions, supply chain disruptions, and the ability to manage large-scale, technically complex projects. The strategic outlook emphasizes continued investment in clean hydrogen projects, such as the NEOM Green Hydrogen Project, to support the transition to low- and zero-carbon energy.

Why It Matters

Air Products' strategic divestiture of its LNG business for a $1.6 billion gain signals a clear pivot towards industrial gases and clean hydrogen, impacting its competitive positioning against rivals like Air Liquide S.A. and Linde plc. This move could free up capital for significant investments in decarbonization technologies, potentially accelerating the energy transition for its customers in refining and chemicals. For investors, this shift suggests a long-term growth strategy tied to sustainability, while employees may see new opportunities in green hydrogen projects. The broader market will watch how APD leverages this capital to innovate and maintain its leadership in a rapidly evolving industrial gas landscape.

Risk Assessment

Risk Level: medium — The company faces medium risk due to its extensive international operations, which expose it to political risks and unanticipated government actions, as highlighted in its forward-looking statements. Additionally, the ability to safely develop, operate, and manage costs of large-scale and technically complex projects, particularly in clean hydrogen, presents significant execution risks that could impact financial performance.

Analyst Insight

Investors should consider APD's strategic pivot towards clean hydrogen as a long-term growth driver, especially given the $1.6 billion gain from the LNG business sale. Monitor the execution and profitability of its large-scale clean hydrogen projects, such as the NEOM Green Hydrogen Project, as successful implementation will be crucial for future returns.

Financial Highlights

debt To Equity

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revenue

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operating Margin

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total Assets

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total Debt

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net Income

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eps

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gross Margin

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cash Position

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revenue Growth

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Revenue Breakdown

Key Numbers

• $1.6 billion — pre-tax gain (from the sale of the LNG business in Q4 fiscal year 2024)
• $135 million — operating income (from LNG business in fiscal year 2024)
• $120 million — operating income (from LNG business in fiscal year 2023)
• 90% — consolidated sales (attributable to regional industrial gases in fiscal years 2025, 2024, and 2023)
• 50% — regional industrial gases sales (attributable to atmospheric gases)
• $65.6 billion — market value of voting stock (held by non-affiliates on March 31, 2025)
• 222,590,241 — shares of common stock outstanding (as of October 31, 2025)
• 1940 — founding year (Air Products and Chemicals, Inc. was founded)

Key Players & Entities

• Air Products & Chemicals, Inc. (company) — registrant
• Honeywell International Inc. (company) — buyer of LNG business
• Air Liquide S.A. (company) — competitor
• Linde plc (company) — competitor
• Messer Group GmbH (company) — competitor
• NEOM Green Hydrogen Project (company) — clean hydrogen project
• SEC (regulator) — Securities and Exchange Commission
• Delaware (regulator) — state of incorporation
• New York Stock Exchange (regulator) — exchange for APD common stock
• Allentown, Pennsylvania (company) — principal executive offices location

FAQ

Risk Factors

• Global Economic Conditions [high — market]: Changes in global economic conditions can significantly impact demand for industrial gases and related equipment, affecting the Company's sales and profitability. Economic downturns may lead to reduced industrial activity and lower customer spending.
• Supply Chain Disruptions [medium — operational]: Disruptions in global supply chains can affect the availability and cost of raw materials, components, and equipment necessary for the Company's operations and project execution. This can lead to delays and increased costs.
• Project Management Complexity [high — operational]: The Company undertakes large-scale, technically complex projects, particularly in clean energy. Managing these projects effectively, on time, and within budget is critical. Any failures in execution can lead to significant financial and reputational damage.
• Clean Energy Project Viability [high — market]: The Company's strategic focus on clean energy projects, such as clean hydrogen, involves significant investment. The economic viability and scalability of these projects are subject to market acceptance, regulatory support, and technological advancements.

Industry Context

Air Products operates in the global industrial gases market, a sector characterized by high capital intensity and long-term customer contracts. Key competitors include Linde plc and Air Liquide. The industry is undergoing a significant transformation driven by the global push for decarbonization, with a growing emphasis on clean hydrogen production and carbon capture technologies. Companies are increasingly investing in sustainable solutions to meet evolving environmental regulations and customer demands.

Regulatory Implications

Air Products faces regulatory scrutiny related to environmental standards, safety protocols, and international trade. Compliance with emissions regulations and obtaining permits for large-scale projects, particularly in the clean energy sector, are critical. Changes in government policies regarding energy and environmental initiatives can significantly impact the company's strategic investments and operational costs.

What Investors Should Do

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Key Dates

• 2024-09-30: Sale of LNG process technology and equipment business to Honeywell International Inc. — This divestiture generated approximately $135 million in operating income in FY2024 and $120 million in FY2023, and resulted in a significant pre-tax gain of $1.6 billion in Q4 FY2024, impacting the company's financial structure and strategic focus.
• 2025-10-31: Common stock outstanding as of this date — 222,590,241 shares of common stock outstanding, relevant for per-share calculations and ownership analysis.
• 2025-03-31: Market value of voting stock held by non-affiliates — $65.6 billion, indicating the company's significant market capitalization and investor interest.
• 1940-01-01: Founding year of Air Products and Chemicals, Inc. — Establishes the company's long history and experience in the industrial gases sector.

Glossary

Industrial Gases

Gases produced industrially for use in various applications, such as manufacturing, healthcare, and food processing. For APD, this includes atmospheric gases (oxygen, nitrogen, argon) and process gases. (Forms the core business segment for Air Products, accounting for over 90% of consolidated sales.)

Atmospheric Gases

Gases separated from air, primarily oxygen, nitrogen, and argon, used in a wide range of industrial processes. (Represents approximately half of Air Products' regional industrial gases sales, highlighting its importance to the company's revenue.)

Clean Hydrogen Projects

Projects focused on producing hydrogen with minimal or zero carbon emissions, often through electrolysis powered by renewable energy. (A key strategic focus for Air Products, representing significant future investment and growth opportunities in the energy transition.)

Liquefied Natural Gas (LNG) process technology and equipment

Technology and equipment used for the liquefaction of natural gas, a critical component in the transportation and storage of natural gas. (The sale of this business segment to Honeywell in FY2024 generated a substantial gain, indicating a strategic shift for Air Products.)

Reportable Segments

The distinct business units or geographical areas that a company reports its financial performance for, used for internal management and external reporting. (Air Products manages its operations across five reportable segments: Americas, Asia, Europe, Middle East and India, and Corporate and other.)

Year-Over-Year Comparison

The company's financial profile has been significantly impacted by the sale of its LNG business in Q4 FY2024, which generated a substantial $1.6 billion pre-tax gain. While specific year-over-year revenue and profit figures for the current period are not detailed here, this divestiture suggests a strategic realignment. Key risks remain focused on macroeconomic factors and operational execution, with a continued emphasis on large-scale clean energy investments, indicating a forward-looking strategy despite potential near-term financial fluctuations from the divestiture.

Key Financial Figures

• $1.00 — ich registered Common Stock, par value $1.00 per share APD New York Stock Exchange
• $135 million — rated operating income of approximately $135 million in fiscal year 2024 and $120 million in
• $120 million — ly $135 million in fiscal year 2024 and $120 million in fiscal year 2023. As a result of the
• $1.6 billion — ognized a pre-tax gain of approximately $1.6 billion during the fourth quarter of fiscal yea

Filing Documents

• apd-20250930.htm (10-K) — 3976KB
• apd-exhibit32x30sep25.htm (EX-3.2) — 266KB
• apd-exhibit43x30sep25.htm (EX-4.3) — 64KB
• apd-exhibit105x30sep25.htm (EX-10.5) — 138KB
• apd-exhibit108x30sep25.htm (EX-10.8) — 17KB
• apd-exhibit211x30sep25.htm (EX-21.1) — 97KB
• apd-exhibit231x30sep25.htm (EX-23.1) — 3KB
• apd-exhibit241x30sep25.htm (EX-24.1) — 16KB
• apd-exhibit311x30sep25.htm (EX-31.1) — 9KB
• apd-exhibit312x30sep25.htm (EX-31.2) — 8KB
• apd-exhibit321x30sep25.htm (EX-32.1) — 7KB
• apd-20250930_g1.jpg (GRAPHIC) — 113KB
• apd-20250930_g2.jpg (GRAPHIC) — 143KB
• image_0.jpg (GRAPHIC) — 113KB
• 0000002969-25-000055.txt ( ) — 25200KB
• apd-20250930.xsd (EX-101.SCH) — 133KB
• apd-20250930_cal.xml (EX-101.CAL) — 197KB
• apd-20250930_def.xml (EX-101.DEF) — 964KB
• apd-20250930_lab.xml (EX-101.LAB) — 1565KB
• apd-20250930_pre.xml (EX-101.PRE) — 1398KB
• apd-20250930_htm.xml (XML) — 4484KB

BUSINESS

ITEM 1. BUSINESS 5

RISK FACTORS

ITEM 1A. RISK FACTORS 12

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS 21

CYBERSECURITY

ITEM 1C. CYBERSECURITY 22

PROPERTIES

ITEM 2. PROPERTIES 24

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS 25

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES 25 PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES 26

RESERVED

ITEM 6. RESERVED 27

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 28

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 63

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 65

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 148

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES 148

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION 149

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 149 PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 150

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 150

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 150

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 150

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 150 PART IV

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 151

FORM 10-K SUMMARY

ITEM 16. FORM 10-K SUMMARY 151 INDEX TO EXHIBITS 152

SIGNATURES

SIGNATURES 155 2 Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains "forward-looking statements" within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and can generally be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "future," "goal," "intend," "may," "outlook," "plan," "position," "possible," "potential," "project," "should," "target," "will," "would," and similar expressions or variations thereof, or the negative thereof, but these terms are not the exclusive means of identifying such statements. Forward-looking statements are based on management's expectations and assumptions as of the date of this report and are not guarantees of future performance. You are cautioned not to place undue reliance on our forward-looking statements. Forward-looking statements may relate to a number of matters, including expectations regarding revenue, margins, expenses, earnings, tax provisions, cash flows, pension obligations, share repurchases or other statements regarding economic conditions or our business outlook; statements regarding capital expenditures and plans, projects, investment opportunities, strategies and objectives for our future operations, including our ability to win new projects and execute the projects in our backlog; and statements regarding our expectations with respect to pending legal claims or disputes. While forward-looking statements are made in good faith and based on assumptions, expectations and projections that management believes are reasonable based on currently available information, actual performance and financial results may differ materially from projections and estimates expressed in the forward-looking statements because of many factors, including, without limitation: changes in global or regional economic conditions, inflation, and supply and dem

FORWARD-LOOKING STATEMENTS (CONTINUED)

FORWARD-LOOKING STATEMENTS (CONTINUED) catastrophic events, such as natural disasters and extreme weather events, pandemics and other public health crises, acts of war, including Russia's invasion of Ukraine and new and ongoing conflicts in the Middle East, or terrorism; the impact on our business and customers of price fluctuations in oil and natural gas and disruptions in markets and the economy due to oil and natural gas price volatility; costs and outcomes of legal or regulatory proceedings and investigations; asset impairments due to economic conditions or specific events; significant fluctuations in inflation, interest rates and foreign currency exchange rates from those currently anticipated; damage to facilities, pipelines or delivery systems, including those we are constructing or that we own or operate for third parties; availability and cost of electric power, natural gas, and other raw materials; and the commencement and success of any productivity and operational improvement programs. In addition to the foregoing factors, forward-looking statements contained herein are qualified with respect to the risks disclosed elsewhere in this document, including in Item 1A, Risk Factors, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations , and Item 7A, Quantitative and Qualitative Disclosures About Market Risk. Any of these factors, as well as those not currently anticipated by management, could cause our results of operations, financial condition, or liquidity to differ materially from what is expressed or implied by any forward-looking statement. Except as required by law, we disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in assumptions, beliefs, or expectations or any change in events, conditions, or circumstances upon which any such forward-looking statements are based. 4 Table of Contents PART I

Business

Item 1. Business As used in this report, unless the context indicates otherwise, the terms "we," "our," "us," the "Company," "Air Products," or "registrant" include our controlled subsidiaries and affiliates. Additional information about Air Products is available on our website at www.airproducts.com. References to our website within this report are inactive textual references only. The content of our website is not incorporated by reference into, and does not form part of, this Annual Report on Form 10-K. Air Products trades on the New York Stock Exchange under the symbol "APD". All periodic and current reports, registration statements, proxy statements, and other filings that we are required to file with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), are available free of charge through our website as soon as reasonably practicable after electronic filing of the material with the SEC. All such reports filed during the period covered by this report were available on our website on the same day as filing. Additionally, these filings are available free of charge on the SEC's website, www.sec.gov. Notes to the consolidated financial statements that are referenced in the disclosures that follow can be found under Item 8, Financial Statements and Supplementary Data , of this Annual Report on Form 10-K. About Air Products Air Products and Chemicals, Inc., a Delaware corporation founded in 1940, is a world-leading industrial gases company that has built a reputation for its innovation, operational excellence, and commitment to safety and environmental stewardship. Focused on serving energy, environmental, and emerging markets and generating a cleaner future, we offer products and services that improve our customers' operations a