SEC Filing | Air Products

AIR PRODUCTS AND CHEMICALS, INC.

Seifollah Ghasemi

President and Chief Executive Officer

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended 30 June 2016

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-4534

AIR PRODUCTS AND CHEMICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		23-1274455
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

7201 Hamilton Boulevard, Allentown, Pennsylvania		18195-1501
(Address of Principal Executive Offices)		(Zip Code)

610-481-4911

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ü No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ü No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ü	Accelerated filer	Non-accelerated filer	Smaller reporting company
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES

NO ü

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class				Outstanding at 30 June 2016
Common Stock, $1 par value				216,549,704

AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries

INDEX


		Page No.
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements
Consolidated Income Statements – Three and Nine Months Ended 30 June 2016 and 2015			3
Consolidated Comprehensive Income Statements – Three and Nine Months Ended 30 June 2016 and 2015			4
Consolidated Balance Sheets – 30 June 2016 and 30 September 2015			5
Consolidated Statements of Cash Flows – Nine Months Ended 30 June 2016 and 2015			6
Notes to Consolidated Financial Statements			7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		52
Item 4.	Controls and Procedures		53

PART II.	OTHER INFORMATION

Item 5.	Other Information		53
Item 6.	Exhibits		54
Signatures			55
Exhibit Index			56

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries

CONSOLIDATED INCOME STATEMENTS

(Unaudited)


	Three Months Ended 30 June								Nine Months Ended 30 June
(Millions of dollars, except for share data)	2016				2015				2016				2015
Sales		$	2,434.4			$	2,470.2			$	7,061.4			$	7,445.5
Cost of sales			1,639.3				1,715.2				4,754.0				5,243.1
Selling and administrative			212.0				241.5				630.5				739.4
Research and development			34.1				33.4				98.8				104.2
Business separation costs			9.5				—				28.9				—
Business restructuring and cost reduction actions			14.2				58.2				22.8				146.0
Pension settlement loss			1.0				1.6				3.6				14.2
Gain on previously held equity interest			—				—				—				17.9
Other income (expense), net			10.8				4.5				36.2				17.5
Operating Income			535.1				424.8				1,559.0				1,234.0
Equity affiliates’ income			42.4				42.4				108.6				118.5
Interest expense			35.0				28.2				82.9				80.7
Income From Continuing Operations Before Taxes			542.5				439.0				1,584.7				1,271.8
Income tax provision			179.5				104.1				447.9				298.9
Income from Continuing Operations			363.0				334.9				1,136.8				972.9
Loss From Discontinued Operations, net of tax			(8.9	)			(1.7	)			(876.2	)			(5.3	)
Net Income			354.1				333.2				260.6				967.6
Less: Net Income Attributable to Noncontrolling Interests			7.3				14.4				23.5				34.2
Net Income Attributable to Air Products		$	346.8			$	318.8			$	237.1			$	933.4

Net Income Attributable to Air Products
Income from continuing operations		$	355.7			$	320.5			$	1,113.3			$	938.7
Loss from discontinued operations			(8.9	)			(1.7	)			(876.2	)			(5.3	)
Net Income Attributable to Air Products		$	346.8			$	318.8			$	237.1			$	933.4

Basic Earnings Per Common Share Attributable to Air Products
Income from continuing operations		$	1.64			$	1.49			$	5.15			$	4.37
Loss from discontinued operations			(.04	)			(.01	)			(4.05	)			(.02	)
Net Income Attributable to Air Products		$	1.60			$	1.48			$	1.10			$	4.35

Diluted Earnings Per Common Share Attributable to Air Products
Income from continuing operations		$	1.63			$	1.48			$	5.11			$	4.32
Loss from discontinued operations			(.04	)			(.01	)			(4.02	)			(.02	)
Net Income Attributable to Air Products		$	1.59			$	1.47			$	1.09			$	4.30

Weighted Average Common Shares – Basic (in millions)			216.6				215.2				216.1				214.8
Weighted Average Common Shares – Diluted (in millions)			218.5				217.4				218.0				217.2
Dividends Declared Per Common Share – Cash		$	.86			$	.81			$	2.53			$	2.39

The accompanying notes are an integral part of these statements.

AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries

CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS

(Unaudited)


	Three Months Ended 30 June
(Millions of dollars)	2016				2015
Net Income		$	354.1			$	333.2
Other Comprehensive Income (Loss), net of tax:
Translation adjustments, net of tax of $11.5 and ($30.8)			(89.0	)			73.0
Net loss on derivatives, net of tax of ($7.1) and ($4.5)			(22.2	)			(13.6	)
Pension and postretirement benefits, net of tax of $1.2			—				2.0
Reclassification adjustments:
Currency translation adjustment			(.1	)			—
Derivatives, net of tax of $4.0 and $.5			10.0				1.6
Pension and postretirement benefits, net of tax of $10.5 and $10.7			21.6				22.2
Total Other Comprehensive Income (Loss)			(79.7	)			85.2
Comprehensive Income			274.4				418.4
Net Income Attributable to Noncontrolling Interests			7.3				14.4
Other Comprehensive Income (Loss) Attributable to Noncontrolling Interests			(.7	)			1.5
Comprehensive Income Attributable to Air Products		$	267.8			$	402.5

	Nine Months Ended 30 June
(Millions of dollars)	2016				2015
Net Income		$	260.6			$	967.6
Other Comprehensive Income (Loss), net of tax:
Translation adjustments, net of tax of ($14.3) and $46.7			(52.0	)			(403.5	)
Net gain (loss) on derivatives, net of tax of $7.9 and ($17.3)			6.6				(37.8	)
Pension and postretirement benefits, net of tax of ($1.5)			—				(2.6	)
Reclassification adjustments:
Currency translation adjustment			2.7				—
Derivatives, net of tax of ($4.5) and $12.1			(20.4	)			32.7
Pension and postretirement benefits, net of tax of $31.9 and $35.5			65.4				71.7
Total Other Comprehensive Income (Loss)			2.3				(339.5	)
Comprehensive Income			262.9				628.1
Net Income Attributable to Noncontrolling Interests			23.5				34.2
Other Comprehensive Income (Loss) Attributable to Noncontrolling Interests			2.1				(3.0	)
Comprehensive Income Attributable to Air Products		$	237.3			$	596.9

The accompanying notes are an integral part of these statements.

AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Millions of dollars, except for share data)	30 June 2016				30 September 2015
Assets
Current Assets
Cash and cash items		$	514.8			$	206.4
Trade receivables, net			1,563.2				1,406.2
Inventories			611.1				657.8
Contracts in progress, less progress billings			110.9				110.8
Prepaid expenses			80.3				67.0
Other receivables and current assets			479.7				343.5
Current assets of discontinued operations			18.8				1.8
Total Current Assets			3,378.8				2,793.5
Investment in net assets of and advances to equity affiliates			1,270.4				1,265.7
Plant and equipment, at cost			19,967.1				19,462.8
Less: accumulated depreciation			11,168.5				10,717.7
Plant and equipment, net			8,798.6				8,745.1
Goodwill, net			1,135.2				1,131.3
Intangible assets, net			491.2				508.3
Noncurrent capital lease receivables			1,245.6				1,350.2
Other noncurrent assets			763.7				648.6
Noncurrent assets of discontinued operations			—				891.8
Total Noncurrent Assets			13,704.7				14,541.0
Total Assets		$	17,083.5			$	17,334.5

Liabilities and Equity
Current Liabilities
Payables and accrued liabilities		$	1,778.0			$	1,641.7
Accrued income taxes			101.4				55.8
Short-term borrowings			1,043.0				1,494.3
Current portion of long-term debt			715.1				435.6
Current liabilities of discontinued operations			21.4				17.0
Total Current Liabilities			3,658.9				3,644.4
Long-term debt			3,925.6				3,949.1
Other noncurrent liabilities			1,414.2				1,554.0
Deferred income taxes			904.6				803.4
Noncurrent liabilities of discontinued operations			—				2.5
Total Noncurrent Liabilities			6,244.4				6,309.0
Total Liabilities			9,903.3				9,953.4
Commitments and Contingencies – See Note 13
Air Products Shareholders’ Equity
Common stock (par value $1 per share; issued 2016 and 2015 – 249,455,584 shares)			249.4				249.4
Capital in excess of par value			935.4				904.7
Retained earnings			10,268.7				10,580.4
Accumulated other comprehensive loss			(2,125.7	)			(2,125.9	)
Treasury stock, at cost (2016 – 32,905,880 shares; 2015 – 34,096,471 shares)			(2,282.4	)			(2,359.6	)
Total Air Products Shareholders’ Equity			7,045.4				7,249.0
Noncontrolling Interests			134.8				132.1
Total Equity			7,180.2				7,381.1
Total Liabilities and Equity		$	17,083.5			$	17,334.5

The accompanying notes are an integral part of these statements.

AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended 30 June
(Millions of dollars)	2016				2015
Operating Activities
Net income		$	260.6			$	967.6
Less: Net income attributable to noncontrolling interests			23.5				34.2
Net income attributable to Air Products			237.1				933.4
Loss from discontinued operations			876.2				5.3
Income from continuing operations attributable to Air Products			1,113.3				938.7
Adjustments to reconcile income to cash provided by operating activities:
Depreciation and amortization			695.4				701.8
Deferred income taxes			80.4				18.5
Gain on previously held equity interest			—				(17.9	)
Undistributed earnings of unconsolidated affiliates			(34.9	)			(74.6	)
Share-based compensation			28.6				37.3
Noncurrent capital lease receivables			61.5				(3.9	)
Write-down of long-lived assets associated with restructuring			—				27.8
Other adjustments			83.6				(63.9	)
Working capital changes that provided (used) cash, excluding effects of acquisitions and divestitures:
Trade receivables			(188.4	)			(23.2	)
Inventories			39.8				2.4
Contracts in progress, less progress billings			(7.4	)			(.1	)
Other receivables			(74.1	)			(52.3	)
Payables and accrued liabilities			32.6				189.7
Other working capital			3.9				(5.8	)
Cash Provided by Operating Activities			1,834.3				1,674.5
Investing Activities
Additions to plant and equipment			(797.3	)			(948.6	)
Acquisitions, less cash acquired			—				(34.5	)
Proceeds from sale of assets and investments			76.6				15.1
Other investing activities			(1.7	)			(4.9	)
Cash Used for Investing Activities			(722.4	)			(972.9	)
Financing Activities
Long-term debt proceeds			386.9				338.0
Payments on long-term debt			(126.3	)			(559.2	)
Net increase (decrease) in commercial paper and short-term borrowings			(434.8	)			122.0
Dividends paid to shareholders			(534.9	)			(503.4	)
Proceeds from stock option exercises			76.2				92.5
Excess tax benefit from share-based compensation			16.5				26.7
Other financing activities			(34.4	)			(45.3	)
Cash Used for Financing Activities			(650.8	)			(528.7	)
Discontinued Operations
Cash used for operating activities			(59.4	)			(16.6	)
Cash used for investing activities			(97.0	)			(266.1	)
Cash provided by financing activities			—				—
Cash Used for Discontinued Operations			(156.4	)			(282.7	)
Effect of Exchange Rate Changes on Cash			3.7				(11.5	)
Increase (Decrease) in Cash and Cash Items			308.4				(121.3	)
Cash and Cash Items – Beginning of Year			206.4				336.6
Cash and Cash Items – End of Period		$	514.8			$	215.3

The accompanying notes are an integral part of these statements.

AIR PRODUCTS AND CHEMICALS, INC. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Millions of dollars unless otherwise indicated, except for share data)

1.	BASIS OF PRESENTATION AND MAJOR ACCOUNTING POLICIES

Refer to our 2015 Form 10-K for a description of major accounting policies. There have been no significant changes to these accounting policies during the first nine months of fiscal year 2016 other than those detailed in Note 3, New Accounting Guidance. Certain prior year information has been reclassified to conform to the fiscal year 2016 presentation.

The consolidated financial statements of Air Products and Chemicals, Inc. and its subsidiaries (“we,” “our,” “us,” the “Company,” “Air Products,” or “registrant”) included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. In our opinion, the accompanying statements reflect adjustments necessary to present fairly the financial position, results of operations, and cash flows for those periods indicated, and contain adequate disclosure to make the information presented not misleading. Adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the Notes. The interim results for the periods indicated herein, however, do not reflect certain adjustments, such as the valuation of inventories on the last-in, first-out (LIFO) cost basis, which are only finally determined on an annual basis. The consolidated financial statements and related Notes included herein should be read in conjunction with the financial statements and Notes thereto included in our latest Form 10-K in order to fully understand the basis of presentation. Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.

2.	DISCONTINUED OPERATIONS

On 29 March 2016, the Board of Directors approved the Company’s exit of its Energy-from-Waste (EfW) business. As a result, efforts to start up and operate the two EfW projects located in Tees Valley, United Kingdom, have been discontinued. The decision to exit the business and stop development of the projects was based on continued difficulties encountered and the Company’s conclusion, based on testing and analysis completed during the second quarter of fiscal year 2016, that significant additional time and resources would be required to make the projects operational. The EfW segment is presented as a discontinued operation. Accordingly, prior year EfW business segment information has been reclassified to conform to current year presentation. During the second quarter of fiscal year 2016, we recorded a loss of $945.7 ($846.6 after-tax) for the disposal of the business. Income tax benefits related only to one of the projects, as the other did not qualify for a local tax deduction. This loss included $913.5 to write down plant assets, previously recorded as construction in progress, to their estimated net realizable value of $20.0 and $32.2 to record a liability for plant disposition and other costs. We estimated the net realizable value of the projects as of 31 March 2016 assuming an orderly liquidation of assets capable of being marketed on a secondary equipment market based on market quotes and our experience with selling similar equipment. An asset’s orderly liquidation value is the amount that could be realized from a liquidation sale, given a reasonable period of time to find a buyer, selling the asset in the existing condition where it is located, and assuming the highest and best use of the asset by market participants. There have been no significant changes in the estimated net realizable value as of 30 June 2016. A valuation allowance of $58.0 and unrecognized tax benefits of $7.9 were recorded relating to deferred tax assets on capital assets generated from the loss.

The following table summarizes the carrying amount of the accrual for our actions to dispose of the EfW business at 30 June 2016, which is included in current liabilities of discontinued operations:


	Asset Actions				Contract Actions/Other				Total
Loss on disposal of business		$	913.5			$	32.2			$	945.7
Noncash expenses			(913.5	)			—				(913.5	)
Cash expenditures			—				(16.0	)			(16.0	)
Currency translation adjustment			—				(1.1	)			(1.1	)
30 June 2016		$	—			$	15.1			$	15.1

The results of discontinued operations are summarized below:


	Three Months Ended 30 June								Nine Months Ended 30 June
	2016				2015				2016				2015
Loss before taxes		$	(10.2	)		$	(2.3	)		$	(31.5	)		$	(7.1	)
Income tax provision			1.3				.6				1.9				1.8
Loss from operations of discontinued operations			(8.9	)			(1.7	)			(29.6	)			(5.3	)
Loss on disposal, net of tax			—				—				(846.6	)			—
Loss from Discontinued Operations, net of tax		$	(8.9	)		$	(1.7	)		$	(876.2	)		$	(5.3	)

The loss from operations of discontinued operations primarily relates to land leases, commercial and administrative costs, and costs incurred for ongoing project exit activities.

Assets and liabilities of discontinued operations consist of the following:


	30 June 2016			30 September 2015
Plant and equipment		$	18.7		$	—
Other current assets			.1			1.8
Total Current Assets		$	18.8		$	1.8

Plant and equipment		$	—		$	891.8
Total Noncurrent Assets		$	—		$	891.8

Payables and accrued liabilities		$	18.6		$	17.0
Other current liabilities			2.8			—
Total Current Liabilities		$	21.4		$	17.0

Other noncurrent liabilities		$	—		$	2.5
Total Noncurrent Liabilities		$	—		$	2.5

3.	NEW ACCOUNTING GUIDANCE

Accounting Guidance Implemented in 2016

Balance Sheet Classification of Deferred Taxes

In November 2015, the Financial Accounting Standards Board (FASB) issued guidance to simplify the presentation of deferred income taxes by requiring that all deferred tax liabilities and assets be classified as noncurrent on the balance sheet. As of the first quarter of fiscal year 2016, we adopted this guidance on a retrospective basis. Accordingly, prior year amounts have been reclassified to conform to the current year presentation. The guidance, which did not change the existing requirement to net deferred tax assets and liabilities within a jurisdiction, resulted in a reclassification adjustment that increased noncurrent deferred tax assets by $13.7 and decreased noncurrent deferred tax liabilities by $99.9 as of 30 September 2015.

Discontinued Operations

In April 2014, the FASB issued an update to change the criteria for determining which disposals qualify as a discontinued operation and to expand related disclosure requirements. Under the new guidance, a disposal is required to be reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on operations and financial results. We adopted this guidance prospectively for new disposals and new disposal groups classified as held for sale beginning in the first quarter of fiscal year 2016. This guidance had no impact on our consolidated financial statements upon adoption. As a result of actions taken during the second quarter of 2016, our Energy-from-Waste segment has been reported as a discontinued operation. Refer to Note 2, Discontinued Operations, for additional information.

New Accounting Guidance to be Implemented

Credit Losses on Financial Instruments

In June 2016, the FASB issued an update on the measurement of credit losses, which requires measurement and recognition of expected credit losses for financial assets, including trade receivables and capital leases receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance, which requires a credit loss to not be recognized until the loss is probable. The guidance is effective beginning fiscal year 2021, with early adoption permitted beginning fiscal year 2020. We are currently evaluating the impact this update will have on our consolidated financial statements.

Revenue Recognition

In May 2014, the FASB issued guidance based on the principle that revenue is recognized in an amount expected to be collected and to which the entity expects to be entitled in exchange for the transfer of goods or services. As originally issued, this guidance was effective for us beginning in fiscal year 2018. In August 2015, the FASB deferred the effective date by one year, while providing the option to early adopt the standard on the original effective date. Accordingly, we will have the option to adopt the standard in either fiscal year 2018 or 2019. The guidance can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the adoption alternatives and impact that this update will have on our consolidated financial statements.

Consolidation Analysis

In February 2015, the FASB issued an update to amend current consolidation guidance. The guidance impacts the analysis an entity must perform in determining if it should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures. The guidance is effective beginning fiscal year 2017, with early adoption permitted. The guidance may be applied retrospectively or using a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. We are currently evaluating the impact this update will have on our consolidated financial statements.

Debt Issuance Costs

In April 2015, the FASB issued guidance requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt instead of as a separate deferred asset. In August 2015, the FASB issued an update to incorporate the U.S. Securities and Exchange Commission (SEC) Staff guidance which allows debt issuance costs associated with a line-of-credit arrangement to be presented as a deferred asset that is subsequently amortized over the term of the arrangement, regardless of whether there are any outstanding borrowings. This change in accounting principle will be effective beginning in fiscal year 2017 with early adoption permitted and must be applied retrospectively. This guidance will not have a significant impact on our consolidated financial statements.

Leases

In February 2016, the FASB issued guidance which requires lessees to recognize a right of use asset and lease liability on the balance sheet for all leases, including operating leases, with a term in excess of 12 months. The guidance also expands the quantitative and qualitative disclosure requirements. The guidance is effective in fiscal year 2020, with early adoption permitted, and must be applied using a modified retrospective approach. We are currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

Share-Based Compensation

In March 2016, the FASB issued an update to simplify the accounting for employee share-based payments, including the income tax impacts, the classification on the statement of cash flows, and forfeitures. The amendments are effective for fiscal year 2018, with early adoption permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

Derivative Contract Novations

In March 2016, the FASB issued guidance to clarify that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. This guidance is effective in fiscal year 2018, with early adoption permitted. We do not expect adoption of this guidance to have a significant impact on our consolidated financial statements.

4.	MATERIALS TECHNOLOGIES SEPARATION

On 16 September 2015, the Company announced plans to separate its Materials Technologies business, which contains two divisions, Electronic Materials (EMD) and Performance Materials (PMD), into an independent publicly traded company and distribute to Air Products shareholders all of the shares of the new public company in a tax free distribution (a “spin-off”). Versum Materials, LLC, or Versum, was formed as the new company to hold the Materials Technologies business in November 2015 and is currently a wholly owned subsidiary of the Company.

On 6 May 2016, the Company entered into a definitive agreement to sell certain subsidiaries and assets comprising the Performance Materials division to Evonik Industries AG for $3.8 billion in cash and the assumption of certain liabilities. As a result, the Company now intends to include only the Electronic Materials division in the Versum spin-off. The Company is targeting to complete the spin-off in calendar year 2016. Versum will be converted from a limited liability company to a Delaware corporation (Versum Materials, Inc.) prior to spin-off. We expect the proceeds for each of the transactions to exceed the carrying value.

The results of operations, financial condition, and cash flows of EMD and PMD continue to be presented within our consolidated financial statements as continuing operations as of 30 June 2016. When the Board of Directors approves the final spin-off and the spin-off occurs, the financial presentation of the historical results of the EMD business will be reflected as a discontinued operation. The financial presentation of the historical results of the PMD business will be reflected as a discontinued operation when it becomes probable for the sale to occur and actions required to meet the plan of sale indicate that it is unlikely that significant changes will occur. The PMD business is not classified as held for sale due to certain conditions of the sale, including regulatory and anti-trust requirements. We continue to evaluate the progress of these transactions to determine when the businesses will be presented as discontinued operations.

For the three and nine months ended 30 June 2016, we incurred separation costs of $9.5 and $28.9, respectively, primarily related to legal and other advisory fees. These fees are reflected on the consolidated income statements as “Business separation costs.”

Due to our intended separation of the Electronic Materials business from the Industrial Gas business in South Korea, we declared a dividend in June 2016 to repatriate $443.8 from a subsidiary in South Korea to the U.S. in July 2016. Previously, most of these foreign earnings were considered to be indefinitely reinvested. Since we intended to repatriate the earnings as of 30 June 2016, our income tax provision includes an expense of $45.7 during the three months ended 30 June 2016. Except for the repatriation described above, we have not changed our position on other foreign earnings considered to be indefinitely reinvested.

5.	BUSINESS RESTRUCTURING AND COST REDUCTION ACTIONS

The charges we record for business restructuring and cost reduction actions have been excluded from segment operating income.

Cost Reduction Actions

For the three and nine months ended 30 June 2016, we recognized an expense of $14.2 ($9.3 after-tax, or $.04 per share) and $22.8 ($16.4 after-tax, or $.08 per share), respectively, for severance and other benefits related to cost reduction actions. During the first nine months of fiscal year 2016, the cost reduction actions resulted in the elimination of approximately 500 positions. The expenses related primarily to the Industrial Gases – Americas and the Industrial Gases – EMEA segments.

The following table summarizes the carrying amount of the accrual for cost reduction actions at 30 June 2016:


	Severance and Other Benefits
2016 Charge		$	22.8
Amount reflected in pension liability			(2.0	)
Cash expenditures			(14.5	)
Currency translation adjustment			.2
30 June 2016		$	6.5

Business Realignment and Reorganization

On 18 September 2014, we announced plans to reorganize the Company, including realignment of our businesses in new reporting segments and other organizational changes, effective as of 1 October 2014. As a result of this reorganization, we incurred an expense of $207.7 throughout fiscal year 2015 for severance and other benefits related to the elimination of approximately 2,000 positions and asset and associated contract actions. Of this charge, an expense of $58.2 ($38.8 after-tax, or $.18 per share) and $146.0 ($98.7 after-tax, or $.45 per share) was recognized during the three and nine months ended 30 June 2015, respectively.

The following table summarizes the carrying amount of the accrual for the business realignment and reorganization at 30 June 2016:


	Severance and Other Benefits				Asset Actions/Other				Total
30 September 2014		$	10.5			$	—			$	10.5
2015 Charge			151.9				55.8				207.7
Amount reflected in pension liability			(14.0	)			—				(14.0	)
Noncash expenses			—				(47.4	)			(47.4	)
Cash expenditures			(113.5	)			(1.2	)			(114.7	)
Currency translation adjustment			(.4	)			—				(.4	)
30 September 2015		$	34.5			$	7.2			$	41.7
Cash expenditures			(30.1	)			(3.8	)			(33.9	)
Currency translation adjustment			(.4	)			—				(.4	)
30 June 2016		$	4.0			$	3.4			$	7.4

6.	BUSINESS COMBINATION

On 30 December 2014, we acquired our partner’s equity ownership interest in a liquefied atmospheric industrial gases production joint venture in North America for $22.6, which increased our ownership from 50% to 100%. The transaction was accounted for as a business combination, and subsequent to the acquisition, the results are consolidated within our Industrial Gases – Americas segment. The assets acquired, primarily plant and equipment, were recorded at their fair market values as of the acquisition date.

The acquisition date fair value of the previously held equity interest was determined using a discounted cash flow analysis under the income approach. The nine months ended 30 June 2015 include a gain of $17.9 ($11.2 after-tax, or $.05 per share) as a result of revaluing our previously held equity interest to fair value as of the acquisition date. This gain is reflected on the consolidated income statements as “Gain on previously held equity interest.”

7.	INVENTORIES

The components of inventories are as follows:


	30 June 2016				30 September 2015
Finished goods		$	447.9			$	494.9
Work in process			35.8				34.4
Raw materials, supplies and other			219.9				229.3
		$	703.6			$	758.6
Less: Excess of FIFO cost over LIFO cost			(92.5	)			(100.8	)
Inventories		$	611.1			$	657.8

First-in, first-out (FIFO) cost approximates replacement cost.

8.	EQUITY AFFILIATES

On 19 April 2015, a joint venture between Air Products and ACWA Holding entered into a 20-year oxygen and nitrogen supply agreement to supply Saudi Aramco’s oil refinery and power plant being built in Jazan, Saudi Arabia. Air Products owns 25% of the joint venture and guarantees the repayment of its share of an equity bridge loan. ACWA also guarantees their share of the loan. As of 30 June 2016, we have a noncurrent liability of $94.4 for our obligation to make future equity contributions based on our proportionate share of the advances received by the joint venture under the loan. In the first nine months of fiscal 2016, we recorded a noncash transaction which resulted in an increase of $26.9 to our investment in net assets of and advances to equity affiliates, which has been excluded from the consolidated statements of cash flows. In total, we expect to invest approximately $100 in this joint venture. We determined that the joint venture is a variable interest entity, for which we are not the primary beneficiary. Air Products has also entered into a long-term sale of equipment contract with the joint venture to engineer, procure, and construct the industrial gas facilities that will supply the gases to Saudi Aramco.

In December 2015, we sold our investment in Daido Air Products Electronics, Inc. for $15.9, which resulted in a gain of $.7. The carrying value at time of sale included a $12.8 investment in net assets of and advances to equity affiliates and a $2.4 foreign currency translation loss that had been deferred in accumulated other comprehensive loss.

In January 2016, we sold our investment in SembCorp Air Products (HyCo) Pte. Ltd. The transaction did not have a material impact on the financial statements.

9.	GOODWILL

Changes to the carrying amount of consolidated goodwill by segment for the nine months ended 30 June 2016 are as follows:


	Industrial Gases– Americas			Industrial Gases– EMEA				Industrial Gases– Asia			Industrial Gases– Global			Materials Technologies			Total
Goodwill, net at 30 September 2015		$	297.6		$	386.5			$	133.1		$	19.9		$	294.2		$	1,131.3
Currency translation			9.7			(11.5	)			.7			.1			4.9			3.9
Goodwill, net at 30 June 2016		$	307.3		$	375.0			$	133.8		$	20.0		$	299.1		$	1,135.2


	30 June 2016				30 September 2015
Goodwill, gross		$	1,391.5			$	1,375.0
Accumulated impairment losses^(A)			(256.3	)			(243.7	)
Goodwill, net		$	1,135.2			$	1,131.3

^(A)	Amount is attributable to the Industrial Gases – Americas segment and includes currency translation of $48.9 and $61.5 as of 30 June 2016 and 30 September 2015, respectively.

We conduct goodwill impairment testing in the fourth quarter of each fiscal year and whenever events and changes in circumstances indicate that the carrying value of goodwill might not be recoverable.

10.

FINANCIAL INSTRUMENTS

Currency Price Risk Management

Our earnings, cash flows, and financial position are exposed to foreign currency risk from foreign currency-denominated transactions and net investments in foreign operations. It is our policy to minimize our cash flow volatility from changes in currency exchange rates. This is accomplished by identifying and evaluating the risk that our cash flows will change in value due to changes in exchange rates and by executing the appropriate strategies necessary to manage such exposures. Our objective is to maintain economically balanced currency risk management strategies that provide adequate downside protection.

Forward Exchange Contracts

We enter into forward exchange contracts to reduce the cash flow exposure to foreign currency fluctuations associated with highly anticipated cash flows and certain firm commitments, such as the purchase of plant and equipment. We also enter into forward exchange contracts to hedge the cash flow exposure on intercompany loans. This portfolio of forward exchange contracts consists primarily of Euros and U.S. dollars as well as Euros and British Pound Sterling. The maximum remaining term of any forward exchange contract currently outstanding and designated as a cash flow hedge at 30 June 2016 is 3.0 years.

Forward exchange contracts are also used to hedge the value of investments in certain foreign subsidiaries and affiliates by creating a liability in a currency in which we have a net equity position. The primary currency pairs in this portfolio of forward exchange contracts are Euros and U.S. dollars and British Pound Sterling and U.S. dollars.

In addition to the forward exchange contracts that are designated as hedges, we utilize forward exchange contracts that are not designated as hedges. These contracts are used to economically hedge foreign currency-denominated monetary assets and liabilities, primarily working capital. The primary objective of these forward exchange contracts is to protect the value of foreign currency-denominated monetary assets and liabilities from the effects of volatility in foreign exchange rates that might occur prior to their receipt or settlement. This portfolio of forward exchange contracts comprises many different foreign currency pairs, with a profile that changes from time to time depending on business activity and sourcing decisions.

The table below summarizes our outstanding currency price risk management instruments:


	30 June 2016					30 September 2015
	US$ Notional			Years Average Maturity		US$ Notional			Years Average Maturity
Forward Exchange Contracts:
Cash flow hedges		$	5,123.5		.4		$	4,543.8		.5
Net investment hedges			1,354.4		2.1			491.3		4.0
Not designated			1,309.2		.3			863.3		.7
Total Forward Exchange Contracts		$	7,787.1		.7		$	5,898.4		.9

In addition to the above, we use foreign currency-denominated debt to hedge the foreign currency exposures of our net investment in certain foreign subsidiaries. The designated foreign currency-denominated debt and related accrued interest included €849.3 million ($942.7) at 30 June 2016 and €687.7 million ($768.4) at 30 September 2015. The designated foreign currency-denominated debt is located on the balance sheet in the long-term debt and current portion of long-term debt line items.

Debt Portfolio Management

It is our policy to identify on a continuing basis the need for debt capital and evaluate the financial risks inherent in funding the Company with debt capital. Reflecting the result of this ongoing review, the debt portfolio and hedging program are managed with the objectives and intent to (1) reduce funding risk with respect to borrowings made by us to preserve our access to debt capital and provide debt capital as required for funding and liquidity purposes, and (2) manage the aggregate interest rate risk and the debt portfolio in accordance with certain debt management parameters.

Interest Rate Management Contracts

We enter into interest rate swaps to change the fixed/variable interest rate mix of our debt portfolio in order to maintain the percentage of fixed- and variable-rate debt within the parameters set by management. In accordance with these parameters, the agreements are used to manage interest rate risks and costs inherent in our debt portfolio. Our interest rate management portfolio generally consists of fixed-to-floating interest rate swaps (which are designated as fair value hedges), pre-issuance interest rate swaps and treasury locks (which hedge the interest rate risk associated with anticipated fixed-rate debt issuances and are designated as cash flow hedges), and floating-to-fixed interest rate swaps (which are designated as cash flow hedges). At 30 June 2016, the outstanding interest rate swaps were denominated in U.S. dollars. The notional amount of the interest rate swap agreements is equal to or less than the designated debt being hedged. When interest rate swaps are used to hedge variable-rate debt, the indices of the swaps and the debt to which they are designated are the same. It is our policy not to enter into any interest rate management contracts which lever a move in interest rates on a greater than one-to-one basis.

Cross Currency Interest Rate Swap Contracts

We enter into cross currency interest rate swap contracts when our risk management function deems necessary. These contracts may entail both the exchange of fixed- and floating-rate interest payments periodically over the life of the agreement and the exchange of one currency for another currency at inception and at a specified future date. These contracts effectively convert the currency denomination of a debt instrument into another currency in which we have a net equity position while changing the interest rate characteristics of the instrument. The contracts are used to hedge either certain net investments in foreign operations or non-functional currency cash flows related to intercompany loans. The current cross currency interest rate swap portfolio consists of fixed-to-fixed swaps primarily between U.S. dollars and offshore Chinese Renminbi, U.S. dollars and Chilean Pesos, and U.S. dollars and British Pound Sterling.

The following table summarizes our outstanding interest rate management contracts and cross currency interest rate swaps:


	30 June 2016											30 September 2015
	US$ Notional			Average Pay %			Average Receive %			Years Average Maturity		US$ Notional			Average Pay %			Average Receive %			Years Average Maturity
Interest rate swaps (fair value hedge)		$	600.0		LIBOR			2.28	%		2.5		$	600.0		LIBOR			2.77	%		3.3
Cross currency interest rate swaps (net investment hedge)		$	600.3		3.29	%		2.10	%		2.5		$	609.9		4.06	%		2.61	%		3.2
Cross currency interest rate swaps (cash flow hedge)		$	1,135.9		4.72	%		2.71	%		3.5		$	1,055.2		4.29	%		2.63	%		3.9
Cross currency interest rate swaps (not designated)		$	12.2		3.62	%		.81	%		2.1		$	12.9		3.12	%		3.08	%		4.1

The table below summarizes the fair value and balance sheet location of our outstanding derivatives:


	Balance Sheet Location		30 June 2016			30 September 2015			Balance Sheet Location		30 June 2016			30 September 2015
Derivatives Designated as Hedging Instruments:

Forward exchange contracts		Other receivables		$	107.1		$	52.1		Accrued liabilities		$	95.2		$	110.7
Interest rate management contracts		Other receivables			17.1			17.6		Accrued liabilities			—			—
Forward exchange contracts		Other noncurrent assets			55.4			68.5		Other noncurrent liabilities			8.7			9.2
Interest rate management contracts		Other noncurrent assets			197.4			153.4		Other noncurrent liabilities			4.6			.8
Total Derivatives Designated as Hedging Instruments				$	377.0		$	291.6				$	108.5		$	120.7
Derivatives Not Designated as Hedging Instruments:
Forward exchange contracts		Other receivables		$	74.6		$	3.2		Accrued liabilities		$	24.8		$	3.9
Forward exchange contracts		Other noncurrent assets			—			23.3		Other noncurrent liabilities			—			.6
Interest rate management contracts		Other noncurrent assets			—			.8		Other noncurrent liabilities			.1			—
Total Derivatives Not Designated as Hedging Instruments				$	74.6		$	27.3				$	24.9		$	4.5
Total Derivatives				$	451.6		$	318.9				$	133.4		$	125.2

Refer to Note 11, Fair Value Measurements, which defines fair value, describes the method for measuring fair value, and provides additional disclosures regarding fair value measurements.

The table below summarizes the gain or loss related to our cash flow hedges, fair value hedges, net investment hedges, and derivatives not designated as hedging instruments:


	Three Months Ended 30 June
	Forward Exchange Contracts								Foreign Currency Debt							Other ^(A)								Total
	2016				2015				2016			2015				2016				2015				2016				2015
Cash Flow Hedges, net of tax:
Net gain (loss) recognized in OCI (effective portion)		$	(33.7	)		$	1.8			$	—		$	—			$	11.5			$	(15.4	)		$	(22.2	)		$	(13.6	)
Net (gain) loss reclassified from OCI to sales/cost of sales (effective portion)			1.0				—				—			—				—				—				1.0				—
Net (gain) loss reclassified from OCI to other income (expense), net (effective portion)			24.2				(2.0	)			—			—				(18.8	)			2.2				5.4				.2
Net (gain) loss reclassified from OCI to interest expense (effective portion)			2.6				.3				—			—				.9				1.1				3.5				1.4
Net (gain) loss reclassified from OCI to other income (expense), net (ineffective portion)			.1				—				—			—				—				—				.1				—
Fair Value Hedges:
Net gain (loss) recognized in interest expense ^(B)		$	—			$	—			$	—		$	—			$	(.2	)		$	(4.5	)		$	(.2	)		$	(4.5	)
Net Investment Hedges, net of tax:
Net gain (loss) recognized in OCI		$	28.2			$	(13.6	)		$	8.4		$	(20.0	)		$	25.1			$	(20.3	)		$	61.7			$	(53.9	)
Derivatives Not Designated as Hedging Instruments:
Net gain (loss) recognized in other income (expense), net^(C)		$	(3.8	)		$	(4.3	)		$	—		$	—			$	(.2	)		$	—			$	(4.0	)		$	(4.3	)


	Nine Months Ended 30 June
	Forward Exchange Contracts								Foreign Currency Debt							Other ^(A)								Total
	2016				2015				2016				2015			2016				2015				2016				2015
Cash Flow Hedges, net of tax:
Net gain (loss) recognized in OCI (effective portion)		$	(5.9	)		$	(44.2	)		$	—			$	—		$	12.5			$	6.4			$	6.6			$	(37.8	)
Net (gain) loss reclassified from OCI to sales/cost of sales (effective portion)			2.4				.3				—				—			—				—				2.4				.3
Net (gain) loss reclassified from OCI to other income (expense), net (effective portion)			(7.8	)			40.7				—				—			(22.5	)			(11.0	)			(30.3	)			29.7
Net (gain) loss reclassified from OCI to interest expense (effective portion)			5.2				.1				—				—			2.5				2.0				7.7				2.1
Net (gain) loss reclassified from OCI to other income (expense), net (ineffective portion)			(.2	)			.6				—				—			—				—				(.2	)			.6
Fair Value Hedges:
Net gain (loss) recognized in interest expense^(B)		$	—			$	—			$	—			$	—		$	(2.0	)		$	3.5			$	(2.0	)		$	3.5
Net Investment Hedges, net of tax:
Net gain (loss) recognized in OCI		$	21.8			$	56.5			$	(1.9	)		$	87.8		$	33.5			$	17.1			$	53.4			$	161.4
Derivatives Not Designated as Hedging Instruments:
Net gain (loss) recognized in other income (expense), net^(C)		$	(1.4	)		$	(11.5	)		$	—			$	—		$	(.8	)		$	—			$	(2.2	)		$	(11.5	)

^(A)	Other includes the impact on other comprehensive income (OCI) and earnings primarily related to interest rate and cross currency interest rate swaps.

^(B)	The impact of fair value hedges noted above was largely offset by gains and losses resulting from the impact of changes in related interest rates on recognized outstanding debt.

^(C)	The impact of the non-designated hedges noted above was largely offset by gains and losses resulting from the impact of changes in exchange rates on recognized assets and liabilities denominated in non-functional currencies.

The amount of cash flow hedges’ unrealized gains and losses at 30 June 2016 that are expected to be reclassified to earnings in the next twelve months is not material.

The cash flows related to all derivative contracts are reported in the operating activities section of the consolidated statements of cash flows.

Credit Risk-Related Contingent Features

Certain derivative instruments are executed under agreements that require us to maintain a minimum credit rating with both Standard & Poor’s and Moody’s. If our credit rating falls below this threshold, the counterparty to the derivative instruments has the right to request full collateralization on the derivatives’ net liability position. The net liability position of derivatives with credit risk-related contingent features was $15.2 as of 30 June 2016 and $.2 as of 30 September 2015. Because our current credit rating is above the various pre-established thresholds, no collateral has been posted on these liability positions.

Counterparty Credit Risk Management

We execute financial derivative transactions with counterparties that are highly rated financial institutions, all of which are investment grade at this time. Some of our underlying derivative agreements give us the right to require the institution to post collateral if its credit rating falls below the pre-established thresholds with Standard & Poor’s or Moody’s. The collateral that the counterparties would be required to post was $310.0 as of 30 June 2016 and $226.9 as of 30 September 2015. No financial institution is required to post collateral at this time, as all have credit ratings at or above threshold.

11.

FAIR VALUE MEASUREMENTS

Fair value is defined as an exit price, i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:


Level 1	—	Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2	—	Inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability.

Level 3	—	Inputs that are unobservable for the asset or liability based on our own assumptions (about the assumptions market participants would use in pricing the asset or liability).

The methods and assumptions used to measure the fair value of financial instruments are as follows:

Derivatives

The fair value of our interest rate management contracts and forward exchange contracts are quantified using the income approach and are based on estimates using standard pricing models. These models take into account the value of future cash flows as of the balance sheet date, discounted to a present value using discount factors that match both the time to maturity and currency of the underlying instruments. The computation of the fair values of these instruments is generally performed by the Company. These standard pricing models utilize inputs which are derived from or corroborated by observable market data such as interest rate yield curves and currency spot and forward rates. Therefore, the fair value of our derivatives is classified as a level 2 measurement. On an ongoing basis, we randomly test a subset of our valuations against valuations received from the transaction’s counterparty to validate the accuracy of our standard pricing models. Counterparties to these derivative contracts are highly rated financial institutions.

Refer to Note 10, Financial Instruments, for a description of derivative instruments, including details on the balance sheet line classifications.

Long-term Debt

The fair value of our debt is based on estimates using standard pricing models that take into account the value of future cash flows as of the balance sheet date, discounted to a present value using discount factors that match both the time to maturity and currency of the underlying instruments. These standard valuation models utilize observable market data such as interest rate yield curves and currency spot rates. Therefore, the fair value of our debt is classified as a level 2 measurement. We generally perform the computation of the fair value of these instruments.

The carrying values and fair values of financial instruments were as follows:


	30 June 2016						30 September 2015
	Carrying Value			Fair Value			Carrying Value			Fair Value
Assets
Derivatives
Forward exchange contracts		$	237.1		$	237.1		$	147.1		$	147.1
Interest rate management contracts			214.5			214.5			171.8			171.8
Liabilities
Derivatives
Forward exchange contracts		$	128.7		$	128.7		$	124.4		$	124.4
Interest rate management contracts			4.7			4.7			.8			.8
Long-term debt, including current portion			4,640.7			4,953.7			4,384.7			4,645.7

The carrying amounts reported in the balance sheet for cash and cash items, trade receivables, payables and accrued liabilities, accrued income taxes, and short-term borrowings approximate fair value due to the short-term nature of these instruments. Accordingly, these items have been excluded from the above table.

The following table summarizes assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets:


	30 June 2016												30 September 2015
	Total			Level 1			Level 2			Level 3			Total			Level 1			Level 2			Level 3
Assets at Fair Value
Derivatives
Forward exchange contracts		$	237.1		$	—		$	237.1		$	—		$	147.1		$	—		$	147.1		$	—
Interest rate management contracts			214.5			—			214.5			—			171.8			—			171.8			—
Total Assets at Fair Value		$	451.6		$	—		$	451.6		$	—		$	318.9		$	—		$	318.9		$	—

Liabilities at Fair Value
Derivatives
Forward exchange contracts		$	128.7		$	—		$	128.7		$	—		$	124.4		$	—		$	124.4		$	—
Interest rate management contracts			4.7			—			4.7			—			.8			—			.8			—
Total Liabilities at Fair Value		$	133.4		$	—		$	133.4		$	—		$	125.2		$	—		$	125.2		$	—

The following is a tabular presentation of nonrecurring fair value measurements along with the level within the fair value hierarchy in which the fair value measurement in its entirety falls:


	31 March 2016												2016 Loss
	Total			Level 1			Level 2			Level 3			2016 Loss
Plant and Equipment—Discontinued operations ^(A)		$	20.0		$	—		$	—		$	20.0		$	913.5

^(A)

As a result of our exit from the Energy-from-Waste business, we assessed the recoverability of assets capable of being marketed on a secondary equipment market using an orderly liquidation valuation resulting in an impairment loss for the difference between the orderly liquidation value and net book value of the assets as of 31 March 2016. There have been no significant changes in the estimated net realizable value as of 30 June 2016. For additional information, see Note 2, Discontinued Operations.

12.

RETIREMENT BENEFITS

The components of net periodic benefit cost for the defined benefit pension and other postretirement benefit plans for the three and nine months ended 30 June 2016 and 2015 were as follows:


	Pension Benefits																Other Benefits
	2016								2015								2016			2015
Three Months Ended 30 June	U.S.				International				U.S.				International
Service cost		$	9.1			$	6.1			$	10.6			$	7.8			$	.5		$	.7
Interest cost			27.7				11.2				31.1				14.2				.5			.6
Expected return on plan assets			(50.5	)			(19.8	)			(50.5	)			(20.0	)			—			—
Prior service cost amortization			.7				—				.7				(.1	)			—			—
Actuarial loss amortization			21.3				8.9				19.9				10.6				.2			.2
Settlements			1.0				—				1.6				—				—			—
Curtailments			—				—				1.7				—				—			—
Special termination benefits			1.4				—				.8				—				—			—
Other			—				.6				.2				.4				—			—
Net periodic benefit cost		$	10.7			$	7.0			$	16.1			$	12.9			$	1.2		$	1.5


	Pension Benefits																Other Benefits
	2016								2015								2016			2015
Nine Months Ended 30 June	U.S.				International				U.S.				International
Service cost		$	27.4			$	18.4			$	31.8			$	23.9			$	1.6		$	2.1
Interest cost			83.1				33.9				93.6				43.4				1.5			1.7
Expected return on plan assets			(151.5	)			(60.1	)			(151.5	)			(60.2	)			—			—
Prior service cost amortization			2.2				(.1	)			2.1				—				—			—
Actuarial loss amortization			63.9				27.2				59.3				31.2				.5			.6
Settlements			3.6				—				14.1				(.1	)			—			—
Curtailments			—				—				4.8				—				—			—
Special termination benefits			2.0				—				5.6				.9				—			—
Other			—				1.6				1.3				1.4				—			—
Net periodic benefit cost		$	30.7			$	20.9			$	61.1			$	40.5			$	3.6		$	4.4

Net periodic benefit cost is primarily included in cost of sales and selling and administrative expense on our consolidated income statements. The amount of net periodic benefit cost capitalized in 2016 and 2015 was not material.

Certain of our pension plans provide for a lump sum benefit payment option at the time of retirement, or for corporate officers, six months after their retirement date. A participant’s vested benefit is considered settled upon cash payment of the lump sum. We recognize pension settlement losses when cash payments exceed the sum of the service and interest cost components of net periodic pension cost of the plan for the fiscal year. For the nine months ended 30 June 2016 and 2015, we recognized $3.6 and $14.2 of pension settlement losses, respectively, to accelerate recognition of a portion of actuarial losses deferred in accumulated other comprehensive loss primarily associated with the U.S. supplemental pension plan.

Special termination benefits for the nine months ended 30 June 2016 and 2015 are $2.0 and $6.5, respectively, primarily related to the business restructuring and cost reduction actions initiated.

In fiscal 2016, we changed our method to estimate the service cost and interest cost components of net periodic benefit costs for our major defined benefit pension plans. Historically, we estimated the service cost and interest cost components using a single weighted average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. We have elected to use a spot rate approach in the estimation of these components of benefit cost by applying the specific spot rates along the yield curve to the relevant projected cash flows, as we believe this provides a better estimate of service and interest costs. We consider this change in rate assumption to be a change in estimate and, accordingly, are accounting for it prospectively starting in 2016. The adoption of the spot rate approach will reduce our fiscal 2016 net periodic benefit cost by approximately $30. This change does not affect the measurement of our total benefit obligation.

The decrease in pension expense primarily resulted from the adoption of the spot rate approach to estimate service cost and interest cost and reduced plan participation due to severance actions, partially offset by the adoption of new mortality tables for our major plans.

For the nine months ended 30 June 2016 and 2015, our cash contributions to funded pension plans and benefit payments under unfunded pension plans were $68.6 and $119.2, respectively. Total contributions for fiscal 2016 are expected to be approximately $80 to $100. During fiscal 2015, total cash contributions were $137.5, including benefit payments for unfunded pension plans.

13.

COMMITMENTS AND CONTINGENCIES

Litigation

We are involved in various legal proceedings, including commercial, competition, environmental, health, safety, product liability, and insurance matters. In September 2010, the Brazilian Administrative Council for Economic Defense (CADE) issued a decision against our Brazilian subsidiary, Air Products Brasil Ltda., and several other Brazilian industrial gas companies for alleged anticompetitive activities. CADE imposed a civil fine of R$179.2 million (approximately $56 at 30 June 2016) on Air Products Brasil Ltda. This fine was based on a recommendation by a unit of the Brazilian Ministry of Justice, whose investigation began in 2003, alleging violation of competition laws with respect to the sale of industrial and medical gases. The fines are based on a percentage of our total revenue in Brazil in 2003.

We have denied the allegations made by the authorities and filed an appeal in October 2010 with the Brazilian courts. On 6 May 2014, our appeal was granted and the fine against Air Products Brasil Ltda. was dismissed. CADE has appealed that ruling and the matter remains pending. We, with advice of our outside legal counsel, have assessed the status of this matter and have concluded that, although an adverse final judgment after exhausting all appeals is possible, such a judgment is not probable. As a result, no provision has been made in the consolidated financial statements. We estimate the maximum possible loss to be the full amount of the fine of R$179.2 million (approximately $56 at 30 June 2016) plus interest accrued thereon until final disposition of the proceedings.

While we do not expect that any sums we may have to pay in connection with this or any other legal proceeding would have a material adverse effect on our consolidated financial position or net cash flows, a future charge for regulatory fines or damage awards could have a significant impact on our net income in the period in which it is recorded.

Environmental

In the normal course of business, we are involved in legal proceedings under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA: the federal Superfund law); Resource Conservation and Recovery Act (RCRA); and similar state and foreign environmental laws relating to the designation of certain sites for investigation or remediation. Presently, there are approximately 36 sites on which a final settlement has not been reached where we, along with others, have been designated a potentially responsible party by the Environmental Protection Agency or are otherwise engaged in investigation or remediation, including cleanup activity at certain of our current and former manufacturing sites. We continually monitor these sites for which we have environmental exposure.

Accruals for environmental loss contingencies are recorded when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. The consolidated balance sheets at 30 June 2016 and 30 September 2015 included an accrual of $82.7 and $80.6, respectively, primarily as part of other noncurrent liabilities. The environmental liabilities will be paid over a period of up to 30 years. We estimate the exposure for environmental loss contingencies to range from $82 to a reasonably possible upper exposure of $96 as of 30 June 2016.

Actual costs to be incurred at identified sites in future periods may vary from the estimates, given inherent uncertainties in evaluating environmental exposures. Using reasonably possible alternative assumptions of the exposure level could result in an increase to the environmental accrual. Due to the inherent uncertainties related to environmental exposures, a significant increase to the reasonably possible upper exposure level could occur if a new site is designated, the scope of remediation is increased, a different remediation alternative is identified, or a significant increase in our proportionate share occurs. We do not expect that any sum we may have to pay in connection with environmental matters in excess of the amounts recorded or disclosed above would have a material adverse impact on our financial position or results of operations in any one year.

PACE

At 30 June 2016, $30.4 of the environmental accrual was related to the Pace facility.

In 2006, we sold our Amines business, which included operations at Pace, Florida, and recognized a liability for retained environmental obligations associated with remediation activities at Pace. We are required by the Florida Department of Environmental Protection (FDEP) and the United States Environmental Protection Agency (USEPA) to continue our remediation efforts. We estimated that it would take 20 years to complete the groundwater remediation, and the costs through completion were estimated to range from $42 to $52. As no amount within the range was a better estimate than another, we recognized a pretax expense in fiscal 2006 of $42 as a component of income from discontinued operations and recorded an environmental accrual of $42 in continuing operations on the consolidated balance sheets. There has been no change to the estimated exposure range related to the Pace facility.

We have implemented many of the remedial corrective measures at the Pace facility required under 1995 Consent Orders issued by the FDEP and the USEPA. Contaminated soils have been bioremediated, and the treated soils have been secured in a lined on-site disposal cell. Several groundwater recovery systems have been installed to contain and remove contamination from groundwater. We completed an extensive assessment of the site to determine how well existing measures are working, what additional corrective measures may be needed, and whether newer remediation technologies that were not available in the 1990s might be suitable to more quickly and effectively remove groundwater contaminants. Based on assessment results, we completed a focused feasibility study that has identified alternative approaches that may more effectively remove contaminants. We continue to review alternative remedial approaches with the FDEP. In the first quarter of 2015, we entered into a new Consent Order with the FDEP requiring us to continue our remediation efforts at the Pace facility. We expect the costs we will incur under the new Consent Order to be consistent with our previous estimates.

PIEDMONT

At 30 June 2016, $17.8 of the environmental accrual was related to the Piedmont site.

On 30 June 2008, we sold our Elkton, Maryland, and Piedmont, South Carolina, production facilities and the related North American atmospheric emulsions and global pressure sensitive adhesives businesses. In connection with the sale, we recognized a liability for retained environmental obligations associated with remediation activities at the Piedmont site. This site is under active remediation for contamination caused by an insolvent prior owner. We are required by the South Carolina Department of Health and Environmental Control to address both contaminated soil and groundwater. Numerous areas of soil contamination have been addressed, and contaminated groundwater is being recovered and treated. We estimate that it will take until 2019 to complete source area remediation with groundwater recovery and treatment, continuing through 2029. Thereafter, we are expecting this site to go into a state of monitored natural attenuation through 2047. We recognized a pretax expense in 2008 of $24 as a component of income from discontinued operations and recorded an environmental liability of $24 in continuing operations on the consolidated balance sheets. There have been no significant changes to the estimated exposure.

PASADENA

At 30 June 2016, $10.4 of the environmental accrual was related to the Pasadena site.

During the fourth quarter of 2012, management committed to permanently shutting down our polyurethane intermediates (PUI) production facility in Pasadena, Texas. In shutting down and dismantling the facility, we have undertaken certain obligations related to soil and groundwater contaminants. We have been pumping and treating groundwater to control off-site contaminant migration in compliance with regulatory requirements and under the approval of the Texas Commission on Environmental Quality (TCEQ). We estimate that the pump and treat system will continue to operate until 2042. We plan to perform additional work to address other environmental obligations at the site. This additional work includes remediating, as required, impacted soils, investigating groundwater west of the former PUI facility, performing post closure care for two closed RCRA surface impoundment units, and establishing engineering controls. In 2012, we estimated the total exposure at this site to be $13. There has been no change to the estimated exposure.

14.

SHARE-BASED COMPENSATION

We have various share-based compensation programs, which include deferred stock units, stock options, and restricted stock. During the nine months ended 30 June 2016, we granted deferred stock units and restricted stock. Under all programs, the terms of the awards are fixed at the grant date. We issue shares from treasury stock upon the payout of deferred stock units, the exercise of stock options, and the issuance of restricted stock awards. As of 30 June 2016, there were 4,805,858 shares available for future grant under our Long-Term Incentive Plan, which is shareholder approved.

Share-based compensation cost recognized in the consolidated income statements is summarized below:


	Three Months Ended 30 June								Nine Months Ended 30 June
	2016				2015				2016				2015
Before-Tax Share-Based Compensation Cost		$	9.1			$	12.5			$	28.6			$	37.3
Income Tax Benefit			(3.2	)			(4.4	)			(10.0	)			(13.1	)
After-Tax Share-Based Compensation Cost		$	5.9			$	8.1			$	18.6			$	24.2

Before-tax share-based compensation cost is primarily included in selling and administrative expense on our consolidated income statements. The amount of share-based compensation cost capitalized in 2016 and 2015 was not material.

Deferred Stock Units

During the nine months ended 30 June 2016, we granted 128,200 market-based deferred stock units. The market-based deferred stock units are earned out at the end of a performance period beginning 1 October 2015 and ending 30 September 2018, conditioned on the level of the Company’s total shareholder return in relation to a defined peer group over the three year performance period.

The market-based deferred stock units had an estimated grant-date fair value of $134.58 per unit, which was estimated using a Monte Carlo simulation model. The model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the grant and calculates the fair value of the awards. We generally expense the grant-date fair value of these awards on a straight line basis over the vesting period. The calculation of the fair value of market-based deferred stock units used the following assumptions:


Expected volatility	20.5	%
Risk-free interest rate	1.2	%
Expected dividend yield	2.2	%

In addition, during the nine months ended 30 June 2016, we granted 150,108 time-based deferred stock units at a weighted average grant-date fair value of $136.99.

Restricted Stock

During the nine months ended 30 June 2016, we issued 32,920 restricted stock units at a grant-date fair value of $138.00.

15.

EQUITY

The following is a summary of the changes in total equity:


	Three Months Ended 30 June
	2016												2015
	Air Products				Non- controlling Interests				Total Equity				Air Products				Non- controlling Interests				Total Equity
Balance at 31 March		$	6,916.6			$	136.5			$	7,053.1			$	7,332.5			$	143.8			$	7,476.3
Net income^(A)			346.8				7.3				354.1				318.8				8.3				327.1
Other comprehensive income (loss)			(79.0	)			(.7	)			(79.7	)			83.7				1.5				85.2
Dividends on common stock (per share $.86, $.81)			(186.2	)			—				(186.2	)			(174.2	)			—				(174.2	)
Dividends to noncontrolling interests			—				(8.4	)			(8.4	)			—				(8.8	)			(8.8	)
Share-based compensation			9.1				—				9.1				10.5				—				10.5
Treasury shares for stock option and award plans			32.0				—				32.0				11.6				—				11.6
Tax benefit of stock option and award plans			6.8				—				6.8				3.9				—				3.9
Other equity transactions			(.7	)			.1				(.6	)			(.8	)			.5				(.3	)
Balance at 30 June		$	7,045.4			$	134.8			$	7,180.2			$	7,586.0			$	145.3			$	7,731.3


	Nine Months Ended 30 June
	2016												2015
	Air Products				Non- controlling Interests				Total Equity				Air Products				Non- controlling Interests				Total Equity
Balance at 30 September		$	7,249.0			$	132.1			$	7,381.1			$	7,365.8			$	155.6			$	7,521.4
Net income^(A)			237.1				23.5				260.6				933.4				22.7				956.1
Other comprehensive income (loss)			.2				2.1				2.3				(336.5	)			(3.0	)			(339.5	)
Dividends on common stock (per share $2.53, $2.39)			(546.7	)			—				(546.7	)			(513.5	)			—				(513.5	)
Dividends to noncontrolling interests			—				(23.2	)			(23.2	)			—				(28.1	)			(28.1	)
Share-based compensation			28.6				—				28.6				35.3				—				35.3
Treasury shares for stock option and award plans			62.8				—				62.8				74.5				—				74.5
Tax benefit of stock option and award plans			16.5				—				16.5				26.8				—				26.8
Other equity transactions			(2.1	)			.3				(1.8	)			.2				(1.9	)			(1.7	)
Balance at 30 June		$	7,045.4			$	134.8			$	7,180.2			$	7,586.0			$	145.3			$	7,731.3

^(A)

Net income attributable to noncontrolling interests for the three and nine months ended 30 June 2015 excludes net income of $6.1 and $11.5, respectively, related to redeemable noncontrolling interests, which were not part of total equity. There was no net income related to redeemable noncontrolling interests for the three and nine months ended 30 June 2016.

16.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The table below summarizes changes in accumulated other comprehensive loss (AOCL), net of tax, attributable to Air Products for the three and nine months ended 30 June 2016:


	Net loss on derivatives qualifying as hedges				Foreign currency translation adjustments				Pension and postretirement benefits				Total
Balance at 31 March 2016		$	(44.4	)		$	(919.6	)		$	(1,082.7	)		$	(2,046.7	)
Other comprehensive loss before reclassifications			(22.2	)			(89.0	)			—				(111.2	)
Amounts reclassified from AOCL			10.0				(.1	)			21.6				31.5
Net current period other comprehensive income (loss)		$	(12.2	)		$	(89.1	)		$	21.6			$	(79.7	)
Amount attributable to noncontrolling interests			—				(.7	)			—				(.7	)
Balance at 30 June 2016		$	(56.6	)		$	(1,008.0	)		$	(1,061.1	)		$	(2,125.7	)


	Net loss on derivatives qualifying as hedges				Foreign currency translation adjustments				Pension and postretirement benefits				Total
Balance at 30 September 2015		$	(42.9	)		$	(956.5	)		$	(1,126.5	)		$	(2,125.9	)
Other comprehensive income (loss) before reclassifications			6.6				(52.0	)			—				(45.4	)
Amounts reclassified from AOCL			(20.4	)			2.7				65.4				47.7
Net current period other comprehensive income (loss)		$	(13.8	)		$	(49.3	)		$	65.4			$	2.3
Amount attributable to noncontrolling interests			(.1	)			2.2				—				2.1
Balance at 30 June 2016		$	(56.6	)		$	(1,008.0	)		$	(1,061.1	)		$	(2,125.7	)

The table below summarizes the reclassifications out of accumulated other comprehensive loss and the affected line item on the consolidated income statements:


	Three Months Ended 30 June							Nine Months Ended 30 June
	2016				2015			2016				2015
(Gain) Loss on Cash Flow Hedges, net of tax
Sales/Cost of sales		$	1.0			$	—		$	2.4			$	.3
Other income (expense), net			5.5				.2			(30.5	)			30.3
Interest expense			3.5				1.4			7.7				2.1
Total (Gain) Loss on Cash Flow Hedges, net of tax		$	10.0			$	1.6		$	(20.4	)		$	32.7

Currency Translation Adjustment^(A)		$	(.1	)		$	—		$	2.7			$	—

Pension and Postretirement Benefits, net of tax^(B)		$	21.6			$	22.2		$	65.4			$	71.7

^(A)	The impact is reflected in Other income (expense), net and primarily relates to the sale of an equity affiliate in the first quarter of 2016. Refer to Note 8, Equity Affiliates.

^(B)	The components include items such as prior service cost amortization, actuarial loss amortization, and settlements and are reflected in net periodic benefit cost. Refer to Note 12, Retirement Benefits.

17.

EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:


	Three Months Ended 30 June								Nine Months Ended 30 June
	2016				2015				2016				2015
Numerator
Income from continuing operations		$	355.7			$	320.5			$	1,113.3			$	938.7
Loss from discontinued operations			(8.9	)			(1.7	)			(876.2	)			(5.3	)
Net Income Attributable to Air Products		$	346.8			$	318.8			$	237.1			$	933.4

Denominator (in millions)
Weighted average number of common shares — Basic			216.6				215.2				216.1				214.8
Effect of dilutive securities
Employee stock option and other award plans			1.9				2.2				1.9				2.4
Weighted average number of common shares — Diluted			218.5				217.4				218.0				217.2

Basic Earnings Per Common Share Attributable to Air Products
Income from continuing operations		$	1.64			$	1.49			$	5.15			$	4.37
Loss from discontinued operations			(.04	)			(.01	)			(4.05	)			(.02	)
Net Income Attributable to Air Products		$	1.60			$	1.48			$	1.10			$	4.35

Diluted Earnings Per Common Share Attributable to Air Products
Income from continuing operations		$	1.63			$	1.48			$	5.11			$	4.32
Loss from discontinued operations			(.04	)			(.01	)			(4.02	)			(.02	)
Net Income Attributable to Air Products		$	1.59			$	1.47			$	1.09			$	4.30

Outstanding share-based awards of .2 million shares were antidilutive and therefore excluded from the computation of diluted earnings per share for the three and nine months ended 30 June 2016 and 30 June 2015, respectively.

18.

SUPPLEMENTAL INFORMATION

Debt

On 1 June 2016, we issued a .375% Eurobond for €350 million ($386.9) that matures on 1 June 2021.

Cash Paid for Taxes (Net of Cash Refunds)

Income tax payments, net of refunds, were $330.1 and $261.9 for the nine months ended 30 June 2016 and 30 June 2015, respectively.

Subsequent Event

On 21 July 2016, the Board of Directors declared the fourth quarter dividend of $.86. The dividend is payable on 14 November 2016 to shareholders of record at the close of business on 3 October 2016.

19.

BUSINESS SEGMENT INFORMATION

Our reporting segments reflect the manner in which our chief operating decision maker reviews results and allocates resources. Except in the Corporate and other segment, each reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. Our liquefied natural gas (LNG) and helium storage and distribution sale of equipment businesses are aggregated within the Corporate and other segment.

Our reporting segments are:

●

Industrial Gases – Americas

●

Industrial Gases – EMEA (Europe, Middle East, and Africa)

●

Industrial Gases – Asia

●

Industrial Gases – Global

●

Materials Technologies

●

Corporate and other

Business Segment


	Industrial Gases– Americas			Industrial Gases– EMEA			Industrial Gases– Asia			Industrial Gases– Global				Materials Technologies			Corporate and other				Segment Total
Three Months Ended 30 June 2016
Sales		$	832.2		$	427.4		$	447.6		$	150.8			$	520.0		$	56.4			$	2,434.4
Operating income (loss)			234.5			103.4			118.1			(13.9	)			135.2			(17.5	)			559.8
Depreciation and amortization			111.9			45.1			49.2			2.0				18.6			3.8				230.6
Equity affiliates’ income (loss)			15.9			11.3			14.8			(.1	)			.5			—				42.4
Three Months Ended 30 June 2015
Sales		$	898.2		$	455.2		$	417.6		$	71.3			$	539.8		$	88.1			$	2,470.2
Operating income (loss)			206.5			87.6			100.9			(24.1	)			131.5			(17.8	)			484.6
Depreciation and amortization			103.9			47.0			51.9			4.2				22.7			3.3				233.0
Equity affiliates’ income			17.3			12.1			12.7			—				.3			—				42.4
Nine Months Ended 30 June 2016
Sales		$	2,466.2		$	1,286.0		$	1,267.2		$	341.7			$	1,504.3		$	196.0			$	7,061.4
Operating income (loss)			670.5			284.5			339.2			(44.1	)			391.7			(27.5	)			1,614.3
Depreciation and amortization			330.1			140.1			149.4			5.9				58.2			11.7				695.4
Equity affiliates’ income (loss)			38.1			26.1			43.9			(.6	)			1.1			—				108.6
Nine Months Ended 30 June 2015
Sales		$	2,791.6		$	1,404.8		$	1,209.3		$	197.4			$	1,597.1		$	245.3			$	7,445.5
Operating income (loss)			599.7			239.9			276.1			(49.9	)			360.3			(49.8	)			1,376.3
Depreciation and amortization			310.8			145.7			151.8			14.0				70.0			9.5				701.8
Equity affiliates’ income			49.6			30.4			36.7			.2				1.6			—				118.5
Total Assets
30 June 2016		$	5,932.0		$	3,213.9		$	4,194.2		$	394.6			$	1,732.6		$	1,597.4			$	17,064.7
30 September 2015			5,774.9			3,323.9			4,154.0			370.5				1,741.9			1,075.7				16,440.9

The sales information noted above relates to external customers only. All intersegment sales are eliminated in consolidation. For the three and nine months ended 30 June 2016, the Industrial Gases – Global segment had intersegment sales of $63.0 and $174.2, respectively. For the three and nine months ended 30 June 2015, the Industrial Gases – Global segment had intersegment sales of $66.3 and $180.0, respectively. These sales are generally transacted at market pricing. For all other segments, intersegment sales are not material for all periods presented. Equipment manufactured for our industrial gases segments is generally transferred at cost and not reflected as an intersegment sale.

Below is a reconciliation of segment total operating income to consolidated operating income:


	Three Months Ended 30 June								Nine Months Ended 30 June
Operating Income	2016				2015				2016				2015
Segment total		$	559.8			$	484.6			$	1,614.3			$	1,376.3
Business separation costs			(9.5	)			—				(28.9	)			—
Business restructuring and cost reduction actions			(14.2	)			(58.2	)			(22.8	)			(146.0	)
Pension settlement loss			(1.0	)			(1.6	)			(3.6	)			(14.2	)
Gain on previously held equity interest			—				—				—				17.9
Consolidated Total		$	535.1			$	424.8			$	1,559.0			$	1,234.0

Below is a reconciliation of segment total assets to consolidated total assets:


	30 June			30 September
Total Assets	2016			2015
Segment total		$	17,064.7		$	16,440.9
Discontinued operations			18.8			893.6
Consolidated Total		$	17,083.5		$	17,334.5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Millions of dollars, except for share data)

The disclosures in this quarterly report are complementary to those made in our 2015 Form 10-K. An analysis of results for the third quarter and first nine months of 2016 is provided in the Management’s Discussion and Analysis to follow.

On 29 March 2016, the Board of Directors approved the Company’s exit of its Energy-from-Waste (EfW) business and efforts to start up and operate the two EfW projects located in Tees Valley, United Kingdom, have been discontinued. As a result, the EfW segment has been presented as a discontinued operation. Prior year EfW business segment information has been reclassified to conform to current year presentation.

The discussion that follows, unless otherwise indicated, is on a continuing operations basis. All comparisons in the discussion are to the corresponding prior year unless otherwise stated. All amounts presented are in accordance with U.S. generally accepted accounting principles (GAAP), except as noted.

Captions such as income from continuing operations attributable to Air Products, net income attributable to Air Products and diluted earnings per share attributable to Air Products are simply referred to as “income from continuing operations,” “net income,” and “diluted earnings per share” throughout this Management’s Discussion and Analysis, unless otherwise stated.

The discussion of results that follows includes comparisons of non-GAAP financial measures. Included in these non-GAAP measures is Adjusted EBITDA, which we believe to be a useful metric to assess operating performance. The presentation of non-GAAP measures is intended to enhance the usefulness of financial information by providing measures that our management uses internally to evaluate our performance. The reconciliation of reported GAAP results to non-GAAP measures is presented on pages 44-48. Descriptions of the excluded items appear on pages 31 and 39.

THIRD QUARTER 2016 VS. THIRD QUARTER 2015

THIRD QUARTER 2016 IN SUMMARY

●

Sales of $2,434.4 decreased 1%, or $35.8, as lower energy contractual pass-through to customers of 3% and an unfavorable currency impact of 2% were partially offset by higher volumes of 4%.

●

Operating income of $535.1 increased 26%, or $110.3, and operating margin of 22.0% increased 480 basis points (bp). On a non-GAAP basis, operating income of $559.8 increased 16%, or $75.2, and operating margin of 23.0% increased 340 bp. The increase in operating margin is primarily due to favorable cost performance from operational improvements.

●

Adjusted EBITDA of $832.8 increased 10%, or $72.8, primarily due to favorable cost performance. Adjusted EBITDA margin of 34.2% increased 340 bp.

●

Income from continuing operations of $355.7 increased 11%, or $35.2, and diluted earnings per share of $1.63 increased 10%, or $.15. On a non-GAAP basis, income from continuing operations of $419.8 increased 17%, or $59.5, and diluted earnings per share of $1.92 increased 16%, or $.26. A summary table of changes in diluted earnings per share is presented below.

●

We entered into a definitive sales agreement to sell the Performance Materials division of our Materials Technologies segment to Evonik, which is subject to regulatory approval and other closing conditions. We intend to proceed with a spin-off of the remaining Materials Technologies business, the Electronic Materials division, as Versum Materials.

Changes in Diluted Earnings per Share Attributable to Air Products – Non-GAAP Basis


	Three Months Ended 30 June								Increase
	2016				2015				(Decrease)
Diluted Earnings per Share
Net Income		$	1.59			$	1.47			$	.12
Loss from Discontinued Operations			(.04	)			(.01	)			(.03	)
Income from Continuing Operations – GAAP Basis		$	1.63			$	1.48			$	.15
Business separation costs			.25								.25
Business restructuring and cost reduction actions			.04				.18				(.14	)
Income from Continuing Operations – Non-GAAP Basis		$	1.92			$	1.66			$	.26

Operating Income Impact (after-tax)
Underlying business
Volume										$	.01
Price/raw materials											.04
Costs											.25
Currency											(.05	)
Operating Income										$	.25

Other (after-tax)
Interest expense											(.02	)
Income tax											.01
Noncontrolling interests											.03
Weighted average diluted shares											(.01	)
Other										$	.01
Total Change in Diluted Earnings per Share from Continuing Operations – Non-GAAP Basis										$	.26

RESULTS OF OPERATIONS

Discussion of Consolidated Results


	Three Months Ended 30 June
	2016				2015				$ Change				Change
Sales		$	2,434.4			$	2,470.2			$	(35.8	)	(1)%
Operating income			535.1				424.8				110.3		26%
Operating margin			22.0	%			17.2	%					480bp
Equity affiliates’ income			42.4				42.4				—		—

Non-GAAP Basis
Adjusted EBITDA		$	832.8			$	760.0			$	72.8		10%
Adjusted EBITDA margin			34.2	%			30.8	%					340bp
Operating income			559.8				484.6				75.2		16%
Operating margin			23.0	%			19.6	%					340bp

Sales


	% Change from Prior Year
Underlying business
Volume		4	%
Price		—	%
Currency		(2	)%
Energy and raw material cost pass-through		(3	)%
Total Consolidated Change		(1	)%

Underlying sales increased 4% primarily due to higher volumes in Industrial Gases – Global related to our Jazan sale of equipment project. Otherwise, volumes were flat as higher volumes in Industrial Gases – Asia were offset by lower volumes from the other segments. Price was flat as increases in the Industrial Gases – Americas and Industrial Gases – EMEA segments were offset by lower prices in Industrial Gases – Asia and Materials Technologies. Underlying sales growth was more than offset by lower energy contractual cost pass-through to customers of 3% and unfavorable currency of 2%.

Operating Income and Margin

Operating income of $535.1 increased 26%, or $110.3, as favorable operating costs of $78, lower cost reduction actions of $44, favorable pricing net of raw material costs of $11, and favorable volumes of $3, were partially offset by unfavorable currency impacts of $16 and business separation costs of $10. Operating costs were lower primarily due to benefits from operational improvements, lower incentive compensation, and lower pension expense. Operating margin of 22.0% increased 480 bp.

On a non-GAAP basis, operating income of $559.8 increased 16%, or $75.2. Operating margin of 23.0% increased 340 bp primarily due to lower operating costs, lower energy pass-through, and higher price net of raw material costs, partially offset by unfavorable volume mix.

Adjusted EBITDA

We define Adjusted EBITDA as income from continuing operations (including noncontrolling interests) excluding certain disclosed items, which the Company does not believe to be indicative of underlying business trends, before interest expense, income tax provision, and depreciation and amortization expense. Adjusted EBITDA provides a useful metric for management to assess operating performance.

Adjusted EBITDA of $832.8 increased 10%, or $72.8, primarily due to favorable costs. Adjusted EBITDA margin of 34.2% increased 340 bp.

Equity Affiliates’ Income

Income from equity affiliates of $42.4 was flat as higher income from Industrial Gases – Asia affiliates was offset by lower income from Industrial Gases – Americas and Industrial Gases – EMEA affiliates.

Cost of Sales and Gross Margin

Cost of sales of $1,639.3 decreased $75.9, due to lower energy costs of $69, lower operating costs of $68, and favorable currency impacts of $28, partially offset by higher costs attributable to sales volumes of $89, primarily driven by Jazan sale of equipment activity. Operating costs included favorable impacts from lower incentive compensation of $17 and operational improvements of $11.

Gross margin of 32.7% increased 210 bp, primarily due to favorable costs, including lower energy pass-through, of 350 bp, partially offset by unfavorable volume mix of 100 bp.

Selling and Administrative Expense

Selling and administrative expense of $212.0 decreased $29.5, primarily due to lower incentive compensation of $12 and benefits of our cost reduction actions of $9. Selling and administrative expense, as a percent of sales, decreased from 9.8% to 8.7%.

Research and Development

Research and development expense of $34.1 increased $.7. Research and development expense, as a percent of sales, was 1.4% in both 2016 and 2015.

Business Separation Costs

On 16 September 2015, the Company announced plans to separate its Materials Technologies business, which contains two divisions, Electronic Materials (EMD) and Performance Materials (PMD), into an independent publicly traded company and distribute to Air Products shareholders all of the shares of the new public company in a tax-free distribution (a “spin-off”). Versum Materials, LLC, or Versum, was formed as the new company to hold the Materials Technologies business in November 2015 and is currently a wholly owned subsidiary of the Company.

On 6 May 2016, the Company entered into a definitive agreement to sell certain subsidiaries and assets comprising the Performance Materials division to Evonik Industries AG for $3.8 billion in cash and the assumption of certain liabilities. As a result, the Company now intends to include only the Electronic Materials division in the Versum spin-off. The Company is targeting to complete the spin-off in calendar year 2016. Versum will be converted from a limited liability company to a Delaware corporation (Versum Materials, Inc.) prior to spin-off. We continue to evaluate the progress of these transactions to determine when the businesses will be presented as discontinued operations. Refer to Note 4, Materials Technologies Separation, for additional information.

For the three months ended 30 June 2016, we incurred separation costs of $9.5 ($54.2 including tax impact, or $.25 per share), primarily related to legal and other advisory fees. These fees are reflected on the consolidated income statements as “Business separation costs.” In connection with the separation, the tax impact includes an income tax expense of $45.7 resulting from a dividend declared during the third quarter to repatriate $443.8 from a subsidiary in South Korea to the U.S. Previously, most of these foreign earnings were considered to be indefinitely reinvested.

Business Restructuring and Cost Reduction Actions

During the three months ended 30 June 2016, we recognized an expense of $14.2 ($9.3 after-tax, or $.04 per share) for severance and other benefits related to the elimination of approximately 330 positions as part of cost reduction actions. We expect to incur costs associated with additional cost savings initiatives in future periods.

Through fiscal year 2015, we incurred severance and other charges related to the reorganization of the Company, including realignment of our businesses in new reporting segments. During the three months ended 30 June 2015, we recognized an expense of $58.2 ($38.8 after-tax, or $.18 per share). Refer to Note 5, Business Restructuring and Cost Reduction Actions, for additional details.

Pension Settlement

Certain of our pension plans provide for a lump sum benefit payment option at the time of retirement, or for corporate officers, six months after the retirement date. Pension settlement losses are recognized when cash payments exceed the sum of the service and interest cost components of net periodic pension cost of the plan for the fiscal year. During the three months ended 30 June 2016 and 2015, we recognized a pension settlement charge of $1.0 ($.6 after-tax) and $1.6 ($1.0 after-tax), respectively, associated with our U.S. supplemental pension plan. This settlement accelerated the recognition of a portion of actuarial losses deferred in accumulated other comprehensive loss. We expect that additional settlement losses will be recognized during the fourth quarter of 2016.

Other Income (Expense), Net

Other income (expense), net of $10.8 increased $6.3 primarily due to receipt of a government subsidy and higher gains associated with asset disposals.

Interest Expense


	Three Months Ended 30 June
	2016			2015
Interest incurred		$	39.0		$	40.6
Less: capitalized interest			4.0			12.4
Interest expense		$	35.0		$	28.2

Interest incurred decreased $1.6. This decrease primarily resulted from the expense of debt issuance costs upon the retirement of debt in the prior year and a stronger U.S. dollar on the translation of foreign currency interest, partially offset by a higher average interest rate on the debt portfolio. The change in capitalized interest was driven by a decrease in the carrying value of projects under construction, primarily as a result of our exit from the Energy-from-Waste business.

Effective Tax Rate

The effective tax rate equals the income tax provision divided by income from continuing operations before taxes. The effective tax rate was 33.1% and 23.7% in the third quarter of 2016 and 2015, respectively. The change included an 840 bp impact from income tax expense recorded as a result of a dividend declared in the third quarter as discussed above in “Business Separation Costs.” The remaining 100 bp was primarily due to the increase in and mix of income in jurisdictions with a higher effective tax rate. On a non-GAAP basis, the effective tax rate decreased 20 bp from 24.9% in 2015 to 24.7% in 2016.

Discontinued Operations

On 29 March 2016, the Board of Directors approved the Company’s exit of its Energy-from-Waste (EfW) business. As a result, efforts to start up and operate its two EfW projects located in Tees Valley, United Kingdom have been discontinued. The decision to exit the business and stop development of the projects was based on continued difficulties encountered; and the Company’s conclusion, based on testing and analysis completed during the second fiscal quarter of 2016, that significant additional time and resources would be required to make the projects operational. In addition, the decision allows the Company to execute its strategy of focusing resources on its core Industrial Gases business. As a result, the EfW business segment is presented as a discontinued operation. Prior year EfW business segment information has been reclassified to conform to current year presentation.

The loss from discontinued operations, net of tax, of $8.9 and $1.7 for the three months ended 30 June 2016 and 2015, respectively, includes costs for land leases, commercial and administrative expenses, and costs incurred for project exit activities.

We expect additional exit costs of $50 to $100 to be recorded in future periods.

Refer to Note 2, Discontinued Operations, for additional details.

Segment Analysis

Industrial Gases – Americas


	Three Months Ended 30 June
	2016				2015				$ Change				% Change
Sales		$	832.2			$	898.2			$	(66.0	)	(7)%
Operating income			234.5				206.5				28.0		14%
Operating margin			28.2	%			23.0	%					520bp
Equity affiliates’ income			15.9				17.3				(1.4	)	(8)%
Adjusted EBITDA			362.3				327.7				34.6		11%
Adjusted EBITDA margin			43.5	%			36.5	%					700bp

Industrial Gases – Americas Sales


	% Change from Prior Year
Underlying business
Volume		(1	)%
Price		1	%
Currency		(2	)%
Energy and raw material cost pass-through		(5	)%
Total Industrial Gases – Americas Sales Change		(7	)%

Underlying sales were flat as lower volumes of 1% were offset by higher pricing of 1%. Volumes were down due to weakness in Latin America, partially offset by stronger hydrogen demand in North America and the impact from a new plant on-stream in Canada. Pricing was higher due to the benefit of pricing actions, including recovery of inflationary and power cost increases in Latin America. Lower energy contractual cost pass-through to customers, primarily related to natural gas, decreased sales by 5%. In addition, currency reduced sales by 2% primarily due to the weakening of the Chilean Peso, Brazilian Real, and Canadian Dollar.

Industrial Gases – Americas Operating Income and Margin

Operating income of $234.5 increased $28.0, as favorable operating costs of $32 and higher pricing net of energy and fuel costs of $3 were partially offset by lower volumes of $4 and unfavorable currency impacts of $3. Operating costs were lower due to benefits from operational improvements. Operating margin of 28.2% increased 520 bp from the prior year primarily due to favorable cost performance and lower energy pass-through.

Industrial Gases – Americas Equity Affiliates’ Income

Equity affiliates’ income of $15.9 decreased $1.4, primarily due to unfavorable currency impacts and lower maintenance.

Industrial Gases – Europe, Middle East, and Africa (EMEA)


	Three Months Ended 30 June
	2016				2015				$ Change				% Change
Sales		$	427.4			$	455.2			$	(27.8	)	(6)%
Operating income			103.4				87.6				15.8		18%
Operating margin			24.2	%			19.2	%					500bp
Equity affiliates’ income			11.3				12.1				(.8	)	(7)%
Adjusted EBITDA			159.8				146.7				13.1		9%
Adjusted EBITDA margin			37.4	%			32.2	%					520bp

Industrial Gases – EMEA Sales


	% Change from Prior Year
Underlying business
Volume		(1	)%
Price		1	%
Currency		(1	)%
Energy and raw material cost pass-through		(5	)%
Total Industrial Gases – EMEA Sales Change		(6	)%

Underlying sales were flat as lower volumes of 1% were offset by higher pricing of 1%. Volumes were lower due to weakness in the United Kingdom/Ireland and Central Europe, partially offset by slightly increased demand in Southern Europe. Pricing was higher from ongoing pricing actions. Lower energy and natural gas contractual cost pass-through to customers decreased sales by 5%. Unfavorable currency impacts, primarily from the British Pound Sterling and the Polish Zloty, reduced sales by 1%.

Industrial Gases – EMEA Operating Income and Margin

Operating income of $103.4 increased by 18%, or $15.8, primarily due to favorable costs, driven by operational improvements, of $13 and higher pricing net of energy and fuel costs of $7, partially offset by lower volumes of $2 and unfavorable currency impacts of $2. Operating margin of 24.2% increased 500 bp from the prior year, primarily due to favorable cost performance, higher pricing, and lower energy pass-through.

Industrial Gases – EMEA Equity Affiliates’ Income

Equity affiliates’ income of $11.3 decreased $.8.

Industrial Gases – Asia


	Three Months Ended 30 June
	2016				2015				$ Change			% Change
Sales		$	447.6			$	417.6			$	30.0	7%
Operating income			118.1				100.9				17.2	17%
Operating margin			26.4	%			24.2	%				220bp
Equity affiliates’ income			14.8				12.7				2.1	17%
Adjusted EBITDA			182.1				165.5				16.6	10%
Adjusted EBITDA margin			40.7	%			39.6	%				110bp

Industrial Gases – Asia Sales


	% Change from Prior Year
Underlying business
Volume		14	%
Price		(2	)%
Currency		(5	)%
Energy and raw material cost pass-through		—	%
Total Industrial Gases – Asia Sales Change		7	%

Underlying sales increased by 12% from higher volumes of 14%, partially offset by lower pricing of 2%. Volumes increased primarily due to new plants in China and higher merchant volumes across Asia. Pricing was down due to continued pricing pressure on the merchant market in China due to overcapacity and helium oversupply into Asia. Unfavorable currency impacts, primarily from the Chinese Renminbi, Korean Won, and Taiwanese Dollar decreased sales by 5%.

Industrial Gases – Asia Operating Income and Margin

Operating income of $118.1 increased 17%, or $17.2, primarily due to higher volumes of $22 and lower operating costs of $8, partially offset by unfavorable price net of energy and fuel costs of $7 and an unfavorable currency impact of $6. The lower operating costs were driven by our operational improvements. Operating margin increased 220 bp from the prior year, due to favorable cost performance and higher volumes, partially offset by lower pricing.

Industrial Gases – Asia Equity Affiliates’ Income

Equity affiliates’ income of $14.8 increased $2.1, primarily due to a favorable insurance settlement.

Industrial Gases – Global


	Three Months Ended 30 June
	2016				2015				$ Change			% Change
Sales		$	150.8			$	71.3			$	79.5	112%
Operating loss			(13.9	)			(24.1	)			10.2	42%
Adjusted EBITDA			(12.0	)			(19.9	)			7.9	40%

Industrial Gases – Global Sales and Operating Loss

The Industrial Gases – Global segment includes sales of cryogenic and gas processing equipment for air separation and centralized global costs associated with management of all the regional Industrial Gases segments.

Sales of $150.8 increased $79.5, or 112%. The increase in sales was driven by a sale of equipment contract for multiple air separation units that will serve Saudi Aramco’s Jazan oil refinery and power plant in Saudi Arabia which more than offset the decrease in small equipment and other air separation unit sales. During the third quarter of 2016, we recognized approximately $100 of sales related to the Jazan project. Due to risks associated with the project, no profit has been recognized.

Operating loss of $13.9 decreased $10.2, as the prior year was unfavorably impacted by project costs and bad debt expense.

Materials Technologies


	Three Months Ended
	30 June
	2016				2015				$ Change				% Change
Sales		$	520.0			$	539.8			$	(19.8	)	(4)%
Operating income			135.2				131.5				3.7		3%
Operating margin			26.0	%			24.4	%					160bp
Adjusted EBITDA			154.3				154.5				(.2	)	— %
Adjusted EBITDA margin			29.7	%			28.6	%					110bp

Materials Technologies Sales


	% Change from Prior Year
Underlying business
Volume		(1	)%
Price		(2	)%
Currency		(1	)%
Total Materials Technologies Sales Change		(4	)%

Underlying sales decreased by 3% from lower volumes of 1% and lower pricing of 2%. Electronic Materials underlying sales decreased 6% from lower delivery systems volumes. Performance Materials underlying sales was flat as higher volumes of 4%, primarily from Epoxy and polyurethane additives, was offset by lower price of 4%. Epoxy volumes were higher due to strength in the wind adhesive and flooring end markets. Polyurethane additives volumes improved across most markets and more than offset specialty additives weakness due to oil and gas related activity and a temporary customer site shutdown in Brazil. Overall, Performance Materials price was down due to lower raw material costs.

Materials Technologies Operating Income and Margin

Operating income of $135.2 increased 3%, or $3.7, primarily from favorable pricing and lower raw material costs of $8, partially offset by unfavorable currency impacts of $4. Operating margin of 26.0% increased 160 bp, primarily from favorable pricing, net of raw material costs, partially offset by unfavorable currency impacts.

Corporate and other


	Three Months Ended 30 June
	2016				2015				$ Change				% Change
Sales		$	56.4			$	88.1			$	(31.7	)	(36)%
Operating loss			(17.5	)			(17.8	)			.3		2%
Adjusted EBITDA			(13.7	)			(14.5	)			.8		6%

Corporate and other Sales and Operating Loss

Sales of $56.4 decreased $31.7 primarily due to lower liquefied natural gas (LNG) project activity. We expect delays in new LNG project orders due to continued weakness in energy markets. Operating loss of $17.5 decreased $.3 due to benefits from our operational improvements mostly offset by the lower LNG activity.

FIRST NINE MONTHS 2016 VS. FIRST NINE MONTHS 2015

FIRST NINE MONTHS 2016 IN SUMMARY

●

Sales of $7,061.4 decreased 5%, or $384.1, as underlying sales growth of 2% was more than offset by lower energy contractual cost pass-through to customers of 4% and unfavorable currency impacts of 3%. The underlying sales growth was primarily from higher volumes in the Industrial Gases – Global and Industrial Gases – Asia segments.

●

Operating income of $1,559.0 increased 26%, or $325.0, and operating margin of 22.1% increased 550 bp, primarily due to lower costs. On a non-GAAP basis, operating income of $1,614.3 increased 17%, or $238.0, and operating margin of 22.9% increased 440 bp.

●

Adjusted EBITDA of $2,418.3, increased 10%, or $221.7, primarily due to favorable cost performance. Adjusted EBITDA margin of 34.2% increased 470 bp.

●

Income from continuing operations of $1,113.3 increased 19%, or $174.6, and diluted earnings per share of $5.11 increased 18%, or $.79. On a non-GAAP basis, income from continuing operations of $1,207.0 increased 17%, or $171.9, and diluted earnings per share of $5.54 increased 16%, or $.78. A summary table of changes in diluted earnings per share is presented below.

●

We committed to exit the Energy-from-Waste business.

●

We increased our quarterly dividend by 6% from $.81 to $.86 per share. This represents the 34^th consecutive year that we have increased our dividend payment.

Changes in Diluted Earnings per Share Attributable to Air Products – Non-GAAP Basis


	Nine Months Ended 30 June								Increase
	2016				2015				(Decrease)
Diluted Earnings per Share
Net Income		$	1.09			$	4.30			$	(3.21	)
Loss from Discontinued Operations			(4.02	)			(.02	)			(4.00	)
Diluted Earnings per Share – GAAP Basis		$	5.11			$	4.32			$	.79
Business separation costs			.34				—				.34
Business restructuring and cost reduction actions			.08				.45				(.37	)
Pension settlement loss			.01				.04				(.03	)
Gain on previously held equity interest			—				(.05	)			.05
Diluted Earnings per Share – Non-GAAP Basis		$	5.54			$	4.76			$	.78

Operating Income Impact (after-tax)
Underlying business
Volume										$	(.07	)
Price/raw materials											.27
Costs											.81
Currency											(.18	)
Operating Income										$	.83

Other (after-tax)
Equity affiliates’ income											(.03	)
Interest expense											(.01	)
Income tax											(.04	)
Noncontrolling interests											.05
Weighted average diluted shares											(.02	)
Other										$	(.05	)
Total Change in Diluted Earnings per Share from Continuing Operations – Non-GAAP Basis										$	.78

RESULTS OF OPERATIONS

Discussion of Consolidated Results


	Nine Months Ended 30 June
	2016				2015				$ Change				Change
Sales		$	7,061.4			$	7,445.5			$	(384.1	)		(5	)%
Operating income			1,559.0				1,234.0				325.0			26	%
Operating margin			22.1	%			16.6	%						550	bp
Equity affiliates’ income			108.6				118.5				(9.9	)		(8	)%

Non-GAAP Basis
Adjusted EBITDA			2,418.3				2,196.6				221.7			10	%
Adjusted EBITDA margin			34.2	%			29.5	%						470	bp
Operating income			1,614.3				1,376.3				238.0			17	%
Operating margin			22.9	%			18.5	%						440	bp

Sales


	% Change from Prior Year
Underlying business
Volume		2	%
Price		—	%
Currency		(3	)%
Energy and raw material cost pass-through		(4	)%
Total Consolidated Change		(5	)%

Underlying sales were up 2% from higher volumes. Our Jazan sale of equipment project increased sales by 3% while all other volumes decreased sales by 1%. Currency unfavorably impacted sales by 3% and lower energy contractual cost pass-through to customers decreased sales by 4%.

Operating Income and Margin

Operating income of $1,559.0 increased 26%, or $325.0, as lower operating costs of $236, lower business restructuring and cost reduction actions of $123, favorable pricing, net of energy, fuel, and raw material costs, of $75, and lower pension settlement losses of $11, were partially offset by unfavorable currency impacts of $51, business separation costs of $29, and lower volumes of $22. In addition, the prior year included a gain of $18 on a previously held equity interest. Operating costs decreased due to benefits from our cost reduction actions of $120, lower incentive compensation of $50, lower maintenance expense of $30, lower pension expense of $29, and lower other costs of $7. Operating margin of 22.1% increased 550 bp, primarily due to favorable costs and higher pricing, net of energy, fuel, and raw material costs. On a non-GAAP basis, operating income of $1,614.3 increased 17%, or $238.0, and operating margin of 22.9% increased 440 bp.

Adjusted EBITDA

Adjusted EBITDA of $2,418.3 increased 10%, or $221.7, primarily due to favorable costs and higher pricing, net of energy and fuel costs. Adjusted EBITDA margin of 34.2% increased 470 bp.

Equity Affiliates’ Income

Income from equity affiliates of $108.6 decreased $9.9, primarily due to lower income from our Industrial Gases – Americas and Industrial Gases – EMEA affiliates, partially offset by higher income from our Industrial Gases – Asia affiliates.

Cost of Sales and Gross Margin

Cost of sales of $4,754.0 decreased $489.1, primarily due to lower energy costs of $253, lower operating costs of $194, and a favorable currency impact of $164, partially offset by higher costs attributable to sales volumes of $122. Operating costs included favorable impacts from cost reduction actions of $50, lower maintenance costs of $30, lower incentive compensation of $26, as well as the benefits of other operational improvements and productivity. Costs associated with volumes were higher primarily due to the Jazan sale of equipment activity for which we did not record profit in the current year.

Gross margin of 32.7% increased 310 bp, primarily due to lower costs.

Selling and Administrative Expense

Selling and administrative expense of $630.5 decreased $108.9, primarily due to the benefits of our cost reduction actions of $62, favorable currency effects of $27, and lower incentive compensation of $24. Selling and administrative expense, as a percent of sales, decreased from 9.9% to 8.9%.

Research and Development

Research and development expense of $98.8 decreased $5.4 due to lower operating costs. Research and development expense, as a percent of sales, was 1.4% in both 2015 and 2016.

Business Separation Costs

On 16 September 2015, the Company announced plans to separate its Materials Technologies business, which contains two divisions, Electronic Materials (EMD) and Performance Materials (PMD), into an independent publicly traded company and distribute to Air Products shareholders all of the shares of the new public company in a tax-free distribution (a “spin-off”). Versum Materials, LLC, or Versum, was formed as the new company to hold the Materials Technologies business in November 2015 and is currently a wholly owned subsidiary of the Company.

On 6 May 2016, the Company entered into a definitive agreement to sell certain subsidiaries and assets comprising the Performance Materials division to Evonik Industries AG for $3.8 billion in cash and the assumption of certain liabilities. As a result, the Company now intends to include only the Electronic Materials division in the Versum spin-off. The Company is targeting to complete the spin-off in calendar year 2016. Versum will be converted from a limited liability company to a Delaware corporation (Versum Materials, Inc.) prior to spin-off. We continue to evaluate the progress of these transactions to determine when the businesses will be presented as discontinued operations. Refer to Note 4, Materials Technologies Separation, for additional information.

For the nine months ended 30 June 2016, we incurred separation costs of $28.9 ($75.1 including tax impact, or $.34 per share), primarily related to legal and other advisory fees. These fees are reflected on the consolidated income statements as “Business separation costs.” In connection with the separation, the tax impact includes an income tax expense of $45.7 resulting from a dividend declared during the third quarter to repatriate $443.8 from a subsidiary in South Korea to the U.S. Previously, most of these foreign earnings were considered to be indefinitely reinvested.

Business Restructuring and Cost Reduction Actions

During the nine months ended 30 June 2016, we recognized an expense of $22.8 ($16.4 after-tax, or $.08 per share) for severance and other benefits related to the elimination of approximately 500 positions as part of cost reduction actions. We expect to incur costs associated with additional cost saving initiatives in future periods.

Through fiscal year 2015, we incurred severance and other charges related to the reorganization of the Company, including realignment of our businesses in new reporting segments. During the nine months ended 30 June 2015, we recognized an expense of $146.0 ($98.7 after-tax, or $.45 per share). Refer to Note 5, Business Restructuring and Cost Reduction Actions, for additional details.

Pension Settlement Losses

Certain of our pension plans provide for a lump sum benefit payment option at the time of retirement, or for corporate officers, six months after the retirement date. Pension settlements are immediately recognized when cash payments exceed the sum of the service and interest cost components of net periodic pension cost of the plan for the fiscal year. The participant’s vested benefit is considered fully settled upon cash payment of the lump sum. For the nine months ended 30 June 2016 and 2015, we recognized a pension settlement charge of $3.6 ($2.2 after-tax, or $.01 per share) and $14.2 ($8.9 after-tax, or $.04 per share), respectively, related to our U.S. supplemental pension plan. This settlement accelerated the recognition of a portion of actuarial losses deferred in accumulated other comprehensive loss. We expect that additional settlement losses will be recognized during the fourth quarter of 2016.

Gain on Previously Held Equity Interest

In fiscal year 2015, we acquired our partner’s equity ownership interest in a liquefied atmospheric industrial gases production joint venture in North America, which increased our ownership from 50% to 100%. The assets acquired, primarily plant and equipment, were recorded at their fair value as of the acquisition date and resulted in a gain of $17.9 ($11.2 after-tax, or $.05 per share) during the nine months ended 30 June 2015 as a result of revaluing our previously held equity interest to fair value.

Other Income (Expense), Net

Other income (expense), net of $36.2 increased $18.7, primarily due to contract settlement gains, receipt of a government subsidy, and a favorable foreign exchange impact.

Interest Expense


	Nine Months Ended 30 June
	2016			2015
Interest incurred		$	111.0		$	116.3
Less: capitalized interest			28.1			35.6
Interest expense		$	82.9		$	80.7

Interest incurred decreased $5.3. The decrease was driven primarily by the impact of a stronger U.S. dollar on the translation of foreign currency interest and an expense of debt issuance costs upon the retirement of debt in the prior year, partially offset by a higher average debt balance. The change in capitalized interest was driven by a decrease in the carrying value of projects under construction, primarily as a result of our exit from the Energy-from-Waste business.

Effective Tax Rate

The effective tax rate equals the income tax provision divided by income from continuing operations before taxes. The effective tax rate was 28.3% and 23.5% in 2016 and 2015, respectively. The change included a 290 bp impact from income tax expense recorded as a result of a dividend declared in the third quarter as discussed above in “Business Separation Costs.” The remaining 190 bp change was primarily due to the increase in mix of income in jurisdictions with a higher effective tax rate and business separation costs for which a tax benefit was not available. On a non-GAAP basis, the effective tax rate increased from 24.4% in 2015 to 25.0% in 2016, primarily due to the increase in and mix of income in jurisdictions with a higher effective tax rate.

Discontinued Operations

On 29 March 2016, the Board of Directors approved the Company’s exit of its Energy-from-Waste (EfW) business. As a result, efforts to start up and operate its two EfW projects located in Tees Valley, United Kingdom have been discontinued. The decision to exit the business and stop development of the projects was based on continued difficulties encountered; and the Company’s conclusion, based on testing and analysis completed during the second fiscal quarter of 2016, that significant additional time and resources would be required to make the projects operational. In addition, the decision allows the Company to execute its strategy of focusing resources on its core Industrial Gases business. As a result, the EfW business segment is presented as a discontinued operation. During the second quarter of 2016, a loss on disposal, net of tax, of $846.6 was recorded, primarily to write-down assets to their estimated net realizable value and record a liability for plant disposition and other costs.

The loss from operations of discontinued operations, net of tax, of $29.6 and $5.3 for the nine months ended 30 June 2016 and 2015, respectively, also includes costs for land leases, commercial and administrative expenses, and costs incurred for project suspension activities.

We expect additional exit costs of $50 to $100 to be recorded in future periods.

Refer to Note 2, Discontinued Operations, for additional details.

Segment Analysis

Industrial Gases – Americas


	Nine Months Ended 30 June
	2016				2015				$ Change				% Change
Sales		$	2,466.2			$	2,791.6			$	(325.4	)		(12	)%
Operating income			670.5				599.7				70.8			12	%
Operating margin			27.2	%			21.5	%						570	bp
Equity affiliates’ income			38.1				49.6				(11.5	)		(23	)%
Adjusted EBITDA			1,038.7				960.1				78.6			8	%
Adjusted EBITDA margin			42.1	%			34.4	%						770	bp

Industrial Gases – Americas Sales


	% Change from Prior Year
Underlying business
Volume		(2	)%
Price		1	%
Currency		(3	)%
Energy and raw material cost pass-through		(8	)%
Total Industrial Gases – Americas Sales Change		(12	)%

Underlying sales decreased 1% from lower volumes of 2%, partially offset by higher pricing of 1%. Volumes were down due to weakness in Latin America and in the North America steel and oil field services markets. Pricing was higher due to the benefit of pricing actions, including recovery of inflationary and power cost increases in Latin America, and higher helium pricing. Currency decreased sales by 3% primarily due to the impacts of the Chilean Peso, Brazilian Real, and Canadian Dollar. Lower energy contractual cost pass-through to customers, primarily natural gas, decreased sales by 8%.

Industrial Gases – Americas Operating Income and Margin

Operating income of $670.5 increased 12%, or $70.8, due to lower operating costs of $84 and higher pricing net of energy and fuel costs of $22, partially offset by lower volumes of $21 and unfavorable currency impacts of $14. Operating costs were lower due to benefits from cost reduction actions and lower maintenance. Operating margin increased 570 bp from the prior year due to the lower costs, lower energy pass-through, and higher pricing.

Industrial Gases – Americas Equity Affiliates’ Income

Equity affiliates’ income of $38.1 decreased $11.5 primarily due to unfavorable currency impacts and higher maintenance expense.

Industrial Gases – EMEA


	Nine Months Ended 30 June
	2016				2015				$ Change				% Change
Sales		$	1,286.0			$	1,404.8			$	(118.8	)		(8	)%
Operating income			284.5				239.9				44.6			19	%
Operating margin			22.1	%			17.1	%						500	bp
Equity affiliates’ income			26.1				30.4				(4.3	)		(14	)%
Adjusted EBITDA			450.7				416.0				34.7			8	%
Adjusted EBITDA margin			35.0	%			29.6	%						540	bp

Industrial Gases – EMEA Sales


	% Change from Prior Year
Underlying business
Volume		(1	)%
Price		1	%
Currency		(4	)%
Energy and raw material cost pass-through		(4	)%
Total Industrial Gases – EMEA Sales Change		(8	)%

Underlying sales were flat as higher pricing from ongoing pricing actions of 1% were offset by lower volumes of 1%. Volumes decreased primarily due to continued weakness in the region. Unfavorable currency effects from the Euro, the British Pound Sterling, and the Polish Zloty reduced sales by 4%. Lower energy and natural gas contractual cost pass-through to customers decreased sales by 4%.

Industrial Gases – EMEA Operating Income and Margin

Operating income of $284.5 increased by 19%, or $44.6, primarily due to favorable operating costs of $48 and higher pricing, net of energy and fuel costs, of $18, partially offset by unfavorable currency impacts of $12 and lower volumes of $9. Operating margin increased 500 bp from the prior year, primarily due to favorable cost performance and higher pricing.

Industrial Gases – EMEA Equity Affiliates’ Income

Equity affiliates’ income of $26.1 decreased $4.3 primarily due to unfavorable currency impacts.

Industrial Gases – Asia


	Nine Months Ended 30 June
	2016				2015				$ Change		% Change
Sales		$	1,267.2			$	1,209.3			$57.9		5	%
Operating income			339.2				276.1			63.1		23	%
Operating margin			26.8	%			22.8	%				400	bp
Equity affiliates’ income			43.9				36.7			7.2		20	%
Adjusted EBITDA			532.5				464.6			67.9		15	%
Adjusted EBITDA margin			42.0	%			38.4	%				360	bp

Industrial Gases – Asia Sales


	% Change from Prior Year
Underlying business
Volume		12	%
Price		(2	)%
Currency		(5	)%
Energy and raw material cost pass-through		—	%
Total Industrial Gases – Asia Sales Change		5	%

Underlying sales increased by 10% from higher volumes of 12%, partially offset by lower pricing of 2%. Volumes were higher primarily from new plants in China and higher merchant volumes across Asia. Pricing was down due to continued pricing pressure on merchant products in China and helium oversupply into Asia. Unfavorable currency impacts decreased sales by 5%.

Industrial Gases – Asia Operating Income and Margin

Operating income of $339.2 increased 23%, or $63.1, primarily due to higher volumes of $59 and lower operating costs of $32, partially offset by an unfavorable currency impact of $16 and lower pricing net of energy and fuel costs of $12. The lower operating costs include the benefit from cost reduction actions. Operating margin increased 400 bp from the prior year, primarily due to favorable cost performance and higher volumes, partially offset by lower price.

Industrial Gases – Asia Equity Affiliates’ Income

Equity affiliates’ income of $43.9 increased $7.2, primarily due to favorable contract and insurance settlements, higher volumes, and improved cost performance.

Industrial Gases – Global


	Nine Months Ended 30 June
	2016				2015				$ Change			% Change
Sales		$	341.7			$	197.4			$144.3			73	%
Operating loss			(44.1	)			(49.9	)		5.8			12	%
Adjusted EBITDA			(38.8	)			(35.7	)		(3.1	)		(9	)%

Industrial Gases – Global Sales and Operating Loss

Sales of $341.7 increased $144.3, or 73%. The increase in sales was driven by a sale of equipment contract for multiple air separation units that will serve Saudi Aramco’s Jazan oil refinery and power plant in Saudi Arabia which more than offset the decrease in small equipment and other air separation unit sales. In 2016, we recognized approximately $200 of sales related to the Jazan project. Due to risks associated with the project, no profit has been recognized.

Operating loss of $44.1 decreased by $5.8, as the benefit from our cost reduction actions were partially offset by lower sale of equipment project activity.

Materials Technologies


	Nine Months Ended 30 June
	2016			2015			$ Change			% Change
Sales		$1,504.3			$1,597.1			$(92.8	)	(6)%
Operating income		391.7			360.3			31.4		9%
Operating margin		26.0	%		22.6	%				340 bp
Adjusted EBITDA		451.0			431.9			19.1		4%
Adjusted EBITDA margin		30.0	%		27.0	%				300 bp

Materials Technologies Sales


	% Change from
	Prior Year
Underlying business
Volume		(4	)%
Price		—	%
Currency		(2	)%
Total Materials Technologies Sales Change		(6	)%

Underlying sales decreased by 4% from lower volumes. Electronic Materials underlying sales decreased 5% primarily from lower delivery systems volumes, partially offset by higher pricing. Performance Materials underlying sales decreased 3% primarily due to lower price, which was down due to lower raw material costs. Unfavorable currency impacts decreased sales by 2%.

Materials Technologies Operating Income and Margin

Operating income of $391.7 increased 9%, or $31.4, as higher price net of raw material costs of $48 and lower costs of $10 were partially offset by lower volumes of $15 and unfavorable currency impacts of $12. The lower costs include the benefits of our business restructuring and cost reduction actions. Operating margin increased 340 bp, primarily from favorable pricing, net of raw material costs, and improved cost performance.

Corporate and other


	Nine Months Ended 30 June
	2016				2015				$ Change				% Change
Sales		$	196.0			$	245.3			$	(49.3	)		(20	)%
Operating loss			(27.5	)			(49.8	)			22.3			45	%
Adjusted EBITDA			(15.8	)			(40.3	)			24.5			61	%

Corporate and other Sales and Operating Loss

Sales of $196.0 decreased $49.3, primarily due to lower LNG project activity. We expect delays in new LNG project orders due to continued weakness in energy markets. Operating loss of $27.5 decreased $22.3 due to benefits from our recent cost reduction actions, partially offset by lower LNG activity.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Millions of dollars unless otherwise indicated, except for share data)

The discussion of third quarter and year-to-date results includes comparisons to non-GAAP (“adjusted”) financial measures. The presentation of non-GAAP measures is intended to enhance the usefulness of financial information by providing measures which management uses internally to evaluate our operating performance.

We use non-GAAP measures to assess our operating performance by excluding certain disclosed items that we believe are not representative of our underlying business. We believe non-GAAP financial measures provide investors with meaningful information to understand our underlying operating results and to analyze financial and business trends. Non-GAAP financial measures should not be viewed in isolation, are not a substitute for GAAP measures, and have limitations which include but are not limited to:

●

Our measure excludes certain disclosed items, which we do not consider to be representative of underlying business operations. However, these disclosed items represent costs (benefits) to the Company.

●

Though not business operating costs, interest expense and income tax provision represent ongoing costs of the Company.

●

Depreciation, amortization, and impairment charges represent the wear and tear and/or reduction in value of the plant, equipment, and intangible assets which permit us to manufacture and/or market our products.

●

Other companies may define non-GAAP measures differently than we do, limiting their usefulness as comparative measures.

A reader may find any one or all of these items important in evaluating our performance. Management compensates for the limitations of using non-GAAP financial measures by using them only to supplement our GAAP results to provide a more complete understanding of the factors and trends affecting our 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.

Presented below are reconciliations of the reported GAAP results to the non-GAAP measures:

CONSOLIDATED RESULTS


	Continuing Operations
	Three Months Ended 30 June															Nine Months Ended 30 June
	Operating				Operating			Net				Diluted				Operating				Operating			Net				Diluted
	Income				Margin^(A)			Income				EPS				Income				Margin^(A)			Income				EPS
2016 GAAP		$	535.1			22.0	%		$	355.7			$	1.63			$	1,559.0			22.1	%		$	1,113.3			$	5.11
2015 GAAP			424.8			17.2	%			320.5				1.48				1,234.0			16.6	%			938.7				4.32
Change GAAP		$	110.3			480	bp		$	35.2			$	.15			$	325.0			550	bp		$	174.6			$	.79
% Change GAAP			26	%						11	%			10	%			26	%						19	%			18	%

2016 GAAP		$	535.1			22.0	%		$	355.7			$	1.63			$	1,559.0			22.1	%		$	1,113.3			$	5.11
Business separation costs (tax impact $44.7 and $46.2)^(B)			9.5			.4	%			54.2				.25				28.9			.4	%			75.1				.34
Business restructuring and cost reduction actions (tax impact $4.9 and $6.4)			14.2			.6	%			9.3				.04				22.8			.3	%			16.4				.08
Pension settlement loss (tax impact $.4 and $1.4)			1.0			—				.6				—				3.6			.1	%			2.2				.01
2016 Non-GAAP Measure		$	559.8			23.0	%		$	419.8			$	1.92			$	1,614.3			22.9	%		$	1,207.0			$	5.54

2015 GAAP		$	424.8			17.2	%		$	320.5			$	1.48			$	1,234.0			16.6	%		$	938.7			$	4.32
Business restructuring and cost reduction actions (tax impact $19.4 and $47.3)			58.2			2.4	%			38.8				.18				146.0			2.0	%			98.7				.45
Pension settlement loss (tax impact $.6 and $5.3)			1.6			—				1.0				—				14.2			.2	%			8.9				.04
Gain on previously held equity interest (tax impact $6.7)			—			—				—				—				(17.9	)		(.3	)%			(11.2	)			(.05	)
2015 Non-GAAP Measure		$	484.6			19.6	%		$	360.3			$	1.66			$	1,376.3			18.5	%		$	1,035.1			$	4.76

Change Non-GAAP Measure		$	75.2			340	bp		$	59.5			$	.26			$	238.0			440	bp		$	171.9			$	.78
% Change Non-GAAP Measure			16	%						17	%			16	%			17	%						17	%			16	%

^(A)	Operating margin is calculated by dividing operating income by sales.

^(B)	Refer to Note 4, Materials Technologies Separation, for additional information on the tax impact.

ADJUSTED EBITDA

Below is a reconciliation of Income from Continuing Operations on a GAAP basis to Adjusted EBITDA:


	Three Months Ended							Nine Months Ended
	30 June							30 June
	2016				2015			2016				2015
Income from Continuing Operations^(A)		$	363.0			$	334.9		$	1,136.8			$	972.9
Add: Interest expense			35.0				28.2			82.9				80.7
Add: Income tax provision			179.5				104.1			447.9				298.9
Add: Depreciation and amortization			230.6				233.0			695.4				701.8
Add: Business separation costs			9.5				—			28.9				—
Add: Business restructuring and cost reduction actions			14.2				58.2			22.8				146.0
Add: Pension settlement loss			1.0				1.6			3.6				14.2
Less: Gain on previously held equity interest			—				—			—				17.9
Adjusted EBITDA		$	832.8			$	760.0		$	2,418.3			$	2,196.6
Change from prior year		$	72.8						$	221.7
% Change from prior year			10	%						10	%

^(A)	Includes net income attributable to noncontrolling interests.

Below is a reconciliation of segment operating income to Adjusted EBITDA:


	Industrial				Industrial				Industrial				Industrial
	Gases–				Gases–				Gases–				Gases–				Materials				Corporate				Segment
	Americas				EMEA				Asia				Global				Technologies				and other				Total
Three Months Ended 30 June 2016
Operating income (loss)		$	234.5			$	103.4			$	118.1			$	(13.9	)		$	135.2			$	(17.5	)		$	559.8
Add: Depreciation and amortization			111.9				45.1				49.2				2.0				18.6				3.8				230.6
Add: Equity affiliates’ income (loss)			15.9				11.3				14.8				(.1	)			.5				—				42.4
Adjusted EBITDA		$	362.3			$	159.8			$	182.1			$	(12.0	)		$	154.3			$	(13.7	)		$	832.8
Adjusted EBITDA margin			43.5	%			37.4	%			40.7	%							29.7	%							34.2	%
Three Months Ended 30 June 2015
Operating income (loss)		$	206.5			$	87.6			$	100.9			$	(24.1	)		$	131.5			$	(17.8	)		$	484.6
Add: Depreciation and amortization			103.9				47.0				51.9				4.2				22.7				3.3				233.0
Add: Equity affiliates’ income			17.3				12.1				12.7				—				.3				—				42.4
Adjusted EBITDA		$	327.7			$	146.7			$	165.5			$	(19.9	)		$	154.5			$	(14.5	)		$	760.0
Adjusted EBITDA margin			36.5	%			32.2	%			39.6	%							28.6	%							30.8	%
Adjusted EBITDA change		$	34.6			$	13.1			$	16.6			$	7.9			$	(.2	)		$	.8			$	72.8
Adjusted EBITDA % change			11	%			9	%			10	%			40	%			—	%			6	%			10	%
Adjusted EBITDA margin change			700	bp			520	bp			110	bp							110	bp							340	bp

Nine Months Ended 30 June 2016
Operating income (loss)		$	670.5			$	284.5			$	339.2			$	(44.1	)		$	391.7			$	(27.5	)		$	1,614.3
Add: Depreciation and amortization			330.1				140.1				149.4				5.9				58.2				11.7				695.4
Add: Equity affiliates’ income (loss)			38.1				26.1				43.9				(.6	)			1.1				—				108.6
Adjusted EBITDA		$	1,038.7			$	450.7			$	532.5			$	(38.8	)		$	451.0			$	(15.8	)		$	2,418.3
Adjusted EBITDA margin			42.1	%			35.0	%			42.0	%							30.0	%							34.2	%
Nine Months Ended 30 June 2015
Operating income (loss)		$	599.7			$	239.9			$	276.1			$	(49.9	)		$	360.3			$	(49.8	)		$	1,376.3
Add: Depreciation and amortization			310.8				145.7				151.8				14.0				70.0				9.5				701.8
Add: Equity affiliates’ income			49.6				30.4				36.7				.2				1.6				—				118.5
Adjusted EBITDA		$	960.1			$	416.0			$	464.6			$	(35.7	)		$	431.9			$	(40.3	)		$	2,196.6
Adjusted EBITDA margin			34.4	%			29.6	%			38.4	%							27.0	%							29.5	%
Adjusted EBITDA change		$	78.6			$	34.7			$	67.9			$	(3.1	)		$	19.1			$	24.5			$	221.7
Adjusted EBITDA % change			8	%			8	%			15	%			(9	)%			4	%			61	%			10	%
Adjusted EBITDA margin change			770	bp			540	bp			360	bp							300	bp							470	bp

INCOME TAXES


	Effective Tax Rate
	Three Months Ended								Nine Months Ended
	30 June								30 June
	2016				2015				2016				2015
Income Tax Provision — GAAP		$	179.5			$	104.1			$	447.9			$	298.9
Income From Continuing Operations Before Taxes — GAAP		$	542.5			$	439.0			$	1,584.7			$	1,271.8
Effective Tax Rate — GAAP			33.1	%			23.7	%			28.3	%			23.5	%

Income Tax Provision — GAAP		$	179.5			$	104.1			$	447.9			$	298.9
Business separation costs			(44.7	)			—				(46.2	)			—
Business restructuring and cost reduction actions			4.9				19.4				6.4				47.3
Pension settlement loss			.4				.6				1.4				5.3
Gain on previously held equity interest			—				—				—				(6.7	)
Income Tax Provision — Non-GAAP Measure		$	140.1			$	124.1			$	409.5			$	344.8

Income From Continuing Operations Before Taxes — GAAP		$	542.5			$	439.0			$	1,584.7			$	1,271.8
Business separation costs			9.5				—				28.9				—
Business restructuring and cost reduction actions			14.2				58.2				22.8				146.0
Pension settlement loss			1.0				1.6				3.6				14.2
Gain on previously held equity interest			—				—				—				(17.9	)
Income From Continuing Operations Before Taxes — Non-GAAP Measure		$	567.2			$	498.8			$	1,640.0			$	1,414.1
Effective Tax Rate — Non-GAAP Measure			24.7	%			24.9	%			25.0	%			24.4	%

PENSION BENEFITS

For the nine months ended 30 June 2016 and 2015, we recognized net periodic benefit cost of $51.6 and $101.6, respectively. The decrease in pension expense primarily resulted from the adoption of the spot rate approach to estimate service cost and interest cost and reduced plan participation due to severance actions, partially offset by the adoption of new mortality tables for our major plans. For additional discussion on our adoption of the spot rate approach, refer to the Critical Accounting Policies and Estimates section below of this Management’s Discussion and Analysis.

Certain of our pension plans provide for a lump sum benefit payments option at the time of retirement, or for corporate officers, six months after their retirement date. A participant’s vested benefit is considered settled upon cash payment of the lump sum. We recognize pension settlement losses when cash payments exceed the sum of the service and interest cost components of net periodic pension cost of the plan for the fiscal year. For the nine months ended 30 June 2016 and 2015, we recognized $3.6 and $14.2 of settlement losses, respectively, primarily related to our U.S. supplemental pension plan. These settlement losses accelerated the recognition of a portion of actuarial losses deferred in accumulated other comprehensive loss. We expect that additional settlement losses will be recognized during the fourth quarter.

Management considers various factors when making pension funding decisions, including tax, cash flow, and regulatory implications. For the nine months ended 30 June 2016, required cash contributions to funded pension plans and benefit payments under unfunded pension plans were $68.6. For the nine months ended 30 June 2015, cash contributions were $119.2. Total contributions for fiscal 2016 are expected to be approximately $80 to $100. During fiscal 2015, total contributions were $137.5.

Refer to Note 12, Retirement Benefits, to the consolidated financial statements for details on pension cost and cash contributions.

LIQUIDITY AND CAPITAL RESOURCES

We have consistent access to commercial paper markets, and cash flows from operations and financing activities are expected to meet liquidity needs for the foreseeable future.

As of 30 June 2016, we had $451.3 of foreign cash and cash items compared to total cash and cash items of $514.8. If we needed foreign cash for operations in the U.S. or we otherwise elect to repatriate the funds, we may be required to accrue and pay U.S. taxes on those amounts. In conjunction with our intended separation of the Electronic Materials business we declared a dividend in June 2016 to repatriate $443.8 from a subsidiary in South Korea to the U.S. in July 2016. Since we intended to repatriate the earnings as of 30 June 2016, our income tax provision includes an expense of $45.7 during the three months ended 30 June 2016. Current financing alternatives do not require the additional repatriation of foreign funds.

Operating Activities

For the first nine months of 2016, cash provided by operating activities was $1,834.3. Income from continuing operations of $1,113.3 is adjusted for reconciling items that include depreciation and amortization, deferred income taxes, share-based compensation, noncurrent capital lease receivables, and undistributed earnings of unconsolidated affiliates. Other adjustments was primarily driven by changes in fair value of long-term derivative instruments that hedge intercompany loans. The collection of lease payments was a source of cash of $61.5. The increase in working capital was a use of cash of $193.6 which was primarily driven by an increase in trade receivables of $188.4 and other receivables of $74.1. The increase in trade receivables includes amounts billed to our joint venture in Jazan, Saudi Arabia. The increase in other receivables was primarily due to changes in the fair value of forward foreign exchange contracts that hedge intercompany loans.

For the first nine months of 2015, cash provided by operating activities was $1,674.5. Income from continuing operations of $938.7 reflected the non-cash gain on the previously held equity interest of $17.9 and undistributed earnings of unconsolidated affiliates of $74.6. Other adjustments included pension and postretirement expense of $106.0 and contributions to our pension plans of $119.2, primarily for plans in the U.S. and U.K. The adjustment for payables and accrued liabilities of $189.7 was primarily driven by a change in the fair value of derivative instruments that hedge the currency exposure of intercompany loans and an increase in the accrual for incentive compensation.

Investing Activities

For the first nine months of 2016, cash used for investing activities was $722.4, primarily driven by capital expenditures for plant and equipment of $797.3. Proceeds from the sale of assets and investments of $76.6 was primarily driven by the receipt of $30.0 for our rights to a corporate aircraft that was under construction, $15.9 for the sale of our 20% equity investment in Daido Air Products Electronics, Inc., and $14.9 for the sale of a wholly owned subsidiary located in Wuhu, China.

For the first nine months of 2015, cash used for investing activities was $972.9, primarily driven by capital expenditures for plant and equipment of $948.6. On 30 December 2014, we acquired our partner’s equity ownership interest in a liquefied industrial gases production joint venture in North America for $22.6 which increased our ownership from 50% to 100%. Refer to Note 6, Business Combination, to the consolidated financial statements for additional information.

Capital expenditures are detailed in the table below:


	Nine Months Ended
	30 June
	2016			2015
Additions to plant and equipment		$	797.3		$	948.6
Acquisitions, less cash acquired			—			34.5
Investment in and advances to unconsolidated affiliates			—			4.3
Capital expenditures on a GAAP basis		$	797.3		$	987.4
Capital lease expenditures^(A)			24.6			79.0
Capital expenditures on a Non-GAAP basis		$	821.9		$	1,066.4

^(A)

We utilize a non-GAAP measure in the computation of capital expenditures and include spending associated with facilities accounted for as capital leases. Certain contracts associated with facilities that are built to provide product to a specific customer are required to be accounted for as leases, and such spending is reflected as a use of cash within cash provided by operating activities, if the arrangement qualifies as a capital lease. The presentation of this non-GAAP measure is intended to enhance the usefulness of information by providing a measure that our management uses internally to evaluate and manage our expenditures.

We expect capital expenditures of approximately $1,200 in 2016.

Sales backlog represents our estimate of revenue to be recognized in the future on sale of equipment orders and related process technology that are under firm contracts. The sales backlog for the Company at 30 June 2016 was $1,524, compared to $1,931 at 30 September 2015.

Financing Activities

For the first nine months of 2016, cash used for financing activities was $650.8. This consisted primarily of dividend payments of $534.9 and $174.2 million net use of cash from our borrowings (short- and long-term proceeds, net of repayments), partially offset by proceeds from stock option exercises of $76.2. Borrowings included the issuance of a .375% Eurobond of €350 million ($386.9).

For the first nine months of 2015, cash used for financing activities was $528.7. This consisted primarily of dividend payments of $503.4 and $99.2 million net use of cash from our borrowings (short- and long-term proceeds, net of repayments), partially offset by proceeds from stock option exercises of $92.5. Borrowings included the repayment of a 3.875% Eurobond of €300 million ($335.9) and Industrial Revenue Bonds totaling $147.2, partially offset by the issuance of a 1.0% Eurobond of €300 million ($335.3).

Discontinued Operations

For the first nine months of 2016, as a result of the Company’s decision to exit its Energy-from-Waste business, cash used by discontinued operations was $156.4, primarily driven by capital expenditures for plant and equipment of $97.0 and the loss from discontinued operations of $29.6. Refer to Note 2, Discontinued Operations, to the consolidated financial statements for additional information.

For the first nine months of 2015, cash used by discontinued operations was $282.7, primarily driven by capital expenditures for plant and equipment of $266.1.

Financing and Capital Structure

Capital needs were satisfied primarily with cash from operations. Total debt at 30 June 2016 and 30 September 2015, expressed as a percentage of the sum of total debt and total capitalization (total debt plus total equity), was 44.2% and 44.3%, respectively. Total debt decreased from $5,879.0 at 30 September 2015 to $5,683.7 at 30 June 2016.

During fiscal 2013, we entered into a five-year $2,500.0 revolving credit agreement maturing 30 April 2018 with a syndicate of banks (the “2013 Credit Agreement”), under which senior unsecured debt is available to both the Company and certain of its subsidiaries. There have been subsequent amendments to the 2013 Credit Agreement, and as of 30 June 2016, the maximum borrowing capacity was $2,690.0. The 2013 Credit Agreement provides a source of liquidity for the Company and supports its commercial paper program. This credit facility includes a financial covenant for a maximum ratio of total debt to total capitalization (total debt plus total equity) no greater than 70%. No borrowings were outstanding under the 2013 Credit Agreement as of 30 June 2016.

Commitments totaling $60.2 are maintained by our foreign subsidiaries, all of which was borrowed and outstanding at 30 June 2016.

As of 30 June 2016, we are in compliance with all of the financial and other covenants under our debt agreements.

On 15 September 2011, the Board of Directors authorized the repurchase of up to $1,000 of our outstanding common stock. During the first nine months of fiscal year 2016, we did not purchase any of our outstanding shares. At 30 June 2016, $485.3 in share repurchase authorization remains.

At 30 June 2016, we had a negative working capital balance (current assets less current liabilities) of $280.1, primarily due to $1,758.1 of short-term borrowings and long-term debt due within the next 12 months. Maintaining the short-term borrowings balance at its current level provides flexibility in how we manage cash flows associated with the anticipated sale of our Performance Materials division and spin-off of our Electronic Materials division.

We have a $350.0 senior note that matures in the fourth quarter.

Dividends

Dividends are declared by the Board of Directors and are usually paid during the sixth week after the close of the fiscal quarter. During 2016, the Board of Directors increased the quarterly dividend from $.81 per share to $.86 per share. On 21 July 2016, the Board of Directors declared the fourth quarter dividend which is payable on 14 November 2016 to shareholders of record at the close of business on 3 October 2016.

CONTRACTUAL OBLIGATIONS

We are obligated to make future payments under various contracts such as debt agreements, lease agreements, unconditional purchase obligations, and other long-term obligations. Other than the issuance of a .375% Eurobond of €350 million ($386.9) in June 2016, there have been no material changes to contractual obligations since 30 September 2015.

COMMITMENTS AND CONTINGENCIES

There have been no material changes to commitments and contingencies since 30 September 2015. For current updates on Litigation and Environmental matters, refer to Note 13, Commitments and Contingencies, in this quarterly filing.

OFF-BALANCE SHEET ARRANGEMENTS

There have been no material changes to off-balance sheet arrangements since 30 September 2015. We are not a primary beneficiary in any material variable interest entity. Our off-balance sheet arrangements are not reasonably likely to have a material impact on financial condition, changes in financial condition, and results of operations or liquidity.

RELATED PARTY TRANSACTIONS

Our principal related parties are equity affiliates operating in the industrial gas business. In 2015, we entered into a long-term sale of equipment contract to engineer, procure, and construct industrial gas facilities with a 25% owned joint venture for Saudi Aramco’s Jazan oil refinery and power plant in Saudi Arabia. The agreement included terms that are consistent with those that we believe would have been negotiated at an arm’s length with an independent party. Sales related to this contract are included in the results of our Industrial Gases – Global segment and were approximately $100 and $200 during the three and nine months ended 30 June 2016, respectively.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s Discussion and Analysis of our financial condition and results of operations is based on the consolidated financial statements and accompanying notes that have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

On 29 March 2016, the Board of Directors approved the Company’s exit of its Energy-from-Waste segment. Accordingly, we assessed the recoverability of capital costs for the two projects associated with this segment and recorded an impairment charge of $913.5 to reduce the carrying values of these assets to their estimated net realizable value of $20. We estimated the net realizable value of the assets assuming an orderly liquidation of assets capable of being marketed on a secondary equipment market based on market quotes and our experience with selling similar equipment. An asset’s orderly liquidation value is the amount that could be realized from a liquidation sale, given a reasonable period of time to find a buyer, selling the asset in the existing condition where it is located and assuming the highest and best use of the asset by market participants. The inputs used for the valuation include significant unobservable inputs, or Level 3 inputs, based on our assumptions about the assumptions market participants would use. The loss was measured as the difference between the orderly liquidation value of the assets and the net book value of the assets. Refer to Note 2, Discontinued Operations, for additional information.

As a result of our exit from the Energy-from-Waste segment, the Company is evaluating the disposition of an air separation unit in the Industrial Gases – EMEA segment that was constructed primarily to provide oxygen to one of the Tees Valley plants. The current value of this asset is approximately $60 million.

Information concerning our implementation and impact of new accounting standards issued by the FASB is included in Note 3, New Accounting Guidance, to the consolidated financial statements.

Otherwise, there have been no changes in accounting policy or accounting estimate in the current period that had a significant impact on our financial condition, change in financial condition, liquidity, or results of operations.

NEW ACCOUNTING GUIDANCE

During the first quarter of fiscal year 2016, we adopted guidance on the presentation of deferred income taxes that resulted in all deferred tax liabilities and assets being classified as noncurrent on the balance sheet. Accordingly, prior year amounts were reclassified to conform to the current year presentation. The guidance, which did not change the existing requirement to net deferred tax assets and liabilities within a jurisdiction, resulted in a reclassification adjustment that increased noncurrent deferred tax assets by $13.7 and decreased noncurrent deferred tax liabilities by $99.9 as of 30 September 2015.

See Note 3, New Accounting Guidance, to the consolidated financial statements for information concerning our implementation and impact of new accounting guidance.

FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements about earnings guidance and business outlook. These forward-looking statements are based on management’s reasonable expectations and assumptions as of the date this report is filed. Actual performance and financial results may differ materially from projections and estimates expressed in the forward-looking statements because of many factors not anticipated by management, including, without limitation, global or regional economic conditions (including as to the United Kingdom and Europe the impact of the recent “Brexit” referendum) and supply and demand dynamics in market segments into which the Company sells; significant fluctuations in interest rates and foreign currencies from that currently anticipated; with regard to the previously announced separation of Versum Materials, general economic and business conditions that may affect the separation and the execution thereof, changes in capital market conditions, or the Company’s decision not to consummate the separation due to market, economic or other events; future financial and operating performance of major customers; unanticipated contract terminations or customer cancellations or postponement of projects and sales; asset impairments due to economic conditions or specific events; the impact of competitive products and pricing; challenges of implementing new technologies; ability to protect and enforce the Company’s intellectual property rights; unexpected changes in raw material supply and markets; the impact of price fluctuations in natural gas and disruptions in markets and the economy due to oil price volatility; the ability to recover increased energy and raw material costs from customers; costs and outcomes of litigation or regulatory investigations; the success of productivity and operational improvement programs; the timing, impact, and other uncertainties of future acquisitions or divestitures; political risks, including the risks of unanticipated government actions; acts of war or terrorism; the impact of changes in environmental, tax or other legislation and regulatory activities in jurisdictions in which the Company and its affiliates operate; and other risk factors described in the Company’s Form 10-K for its fiscal year ended September 30, 2015. The Company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this report to reflect any change in the Company’s assumptions, beliefs or expectations or any change in events, conditions, or circumstances upon which any such forward-looking statements are based.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information on our utilization of financial instruments and an analysis of the sensitivity of these instruments to selected changes in market rates and prices is included in our 2015 Form 10-K.

The net financial instrument position increased from a liability of $4,452.0 at 30 September 2015 to a liability of $4,635.5 at 30 June 2016. The increase was due primarily to the issuance of long-term debt, partially offset by an increase in the fair value of the derivatives portfolio.

There were no material changes to the sensitivity analysis related to the fixed portion of our debt portfolio since 30 September 2015.

There were no material changes to the sensitivity analysis related to the variable portion of our debt portfolio since 30 September 2015.

The sensitivity analysis related to foreign currency exchange rates assumes an instantaneous 10% change in the foreign currency exchange rates from their levels at 30 June 2016 and 30 September 2015, with all other variables held constant. A 10% strengthening or weakening of the functional currency of an entity versus all other currencies would result in a decrease or increase, respectively, of $492 and $421 in the net liability position of financial instruments at 30 June 2016 and 30 September 2015, respectively.

Item 4. Controls and Procedures

We maintain a comprehensive set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). As of 30 June 2016 (the Evaluation Date), an evaluation of the effectiveness of our disclosure controls and procedures was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, these disclosure controls and procedures were effective.

During the quarter ended on the Evaluation Date, there was no change in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 5. Other Information

On July 28, 2016, John D. Stanley entered into a retirement and retention agreement with the company (the “Retirement and Retention Agreement”) in connection with his retirement from the company, effective as of September 30, 2016, or such other date as his employment terminates (the “Retirement Date”). Until the Retirement Date, Mr. Stanley will continue to perform such duties for the company as its Chairman, President and Chief Executive Officer shall direct, including assisting in the transition of his responsibilities to the interim general counsel. Mr. Stanley also agrees to serve as the chairman of the Air Products Foundation, which service can be terminated by either party.

Under the terms of the Retirement and Retention Agreement, subject to certain conditions described below, Mr. Stanley will be entitled to receive (i) a lump sum cash payment, payable no later than December 31, 2016, equal to the difference between the present value of his accrued vested pension benefits under the company’s Pension Plan for Salaried Employees and Supplementary Pension Plan (the “Plans”) as of the Retirement Date and the present value of such accrued vested pension benefits under the Plans as of December 31, 2016; (ii) a payment in respect of his unused vacation days for calendar year 2016, calculated as if Mr. Stanley retired on December 31, 2016; and (iii) payment of a bonus for fiscal year 2016 under the company’s Annual Incentive Plan equal to his target award multiplied by the payout factor generally applied to other executive officers of the company.

Under the Retirement and Retention Agreement, Mr. Stanley’s restricted stock units and restricted stock will be treated in accordance with their terms as if Mr. Stanley retired on December 31, 2016. Mr. Stanley’s performance shares will be treated in accordance with their terms based on his retirement on the Retirement Date, provided however, that Mr. Stanley will receive a cash payment to compensate him for any potential loss in value related to such performance shares that he may have received had he retired on December 31, 2016. Mr. Stanley will also retain any other existing rights under any compensation and benefits arrangements between him and the company.

Under the Retirement and Retention Agreement, Mr. Stanley agrees not to disparage the name, business practices or business reputation of the company or its officers or directors for a period of two years, acknowledges certain confidentiality and return of property obligations, and generally releases the company from claims. The company also agrees not to disparage the name or business reputation of Mr. Stanley.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K


10.1		Amendment No. 5 dated as of 9 June 2016, to the Revolving Credit Agreement dated as of 30 April 2013.

10.2		Air Products and Chemicals, Inc. Senior Management Severance Plan and Summary Plan Description effective 1 April 2016.

12.		Computation of Ratios of Earnings to Fixed Charges.

31.1		Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.		Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

† The certification attached as Exhibit 32 that accompanies this Quarterly Report on Form 10-Q, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Air Products and Chemicals, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Air Products and Chemicals, Inc.
	(Registrant)

Date: 29 July 2016	By:	/s/ M. Scott Crocco
		M. Scott Crocco
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX


10.1		Amendment No. 5 dated as of 9 June 2016, to the Revolving Credit Agreement dated as of 30 April 2013.

10.2		Air Products and Chemicals, Inc. Senior Management Severance Plan and Summary Plan Description effective 1 April 2016.

12.		Computation of Ratios of Earnings to Fixed Charges.

31.1		Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.		Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

EX-10.1

Exhibit 10.1

Assignment and Assumption Agreement

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between Santander Bank, N.A. (the “Assignor”) and Banco Santander, S.A. (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


1. Assignor:		Santander Bank, N.A.

2. Assignee:		Banco Santander, S.A.

3. Borrower(s):		Air Products and Chemicals, Inc.

4. Administrative Agent:		HSBC Bank USA, National Association, as the administrative agent under the Credit Agreement.

5. Credit Agreement:		The $2,500,000,000 Revolving Credit Agreement dated as of April 30, 2013, as amended by Amendment No. 1, dated as of July 22, 2013, Amendment No. 2, dated as of June 30, 2014, Amendment No. 3, dated as of April 30, 2015, and as amended by Amendment No. 4, dated as of September 30, 2015, among Air Products and Chemicals, Inc., the Other Borrowers parties thereto, the Lenders parties thereto and HSBC Bank USA, National Association, as Administrative Agent.

6. Assigned Interest:

Facility Assigned

Aggregate Amount of
Commitment/Loans for
all
Lenders

Amount of
Commitment/Loans
Assigned

Percentage of
Commitment/Loans
Assigned

Revolving Credit Commitment

USD

2,500,000,000.00

USD

95,000,000.00

3.800000000

Effective Date: June 9, 2016

The terms set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR

SANTANDER BANK, N.A., as Assignor

By:


Name:		William Maag

Title:		Senior Vice President

ASSIGNEE

BANCO SANTANDER, S.A., as Assignee

By:

Name:

Title:

By:

Name:

Title:


Consented to and Accepted:

HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent

By:

Name:

Title:

Consented to:

AIR PRODUCTS AND CHEMICALS, INC.

By:


Name:		Gregory E. Weigard

Title:		Vice President and Corporate Treasurer


MIZUHO BANK, LTD., as Issuer

By:		N/A

Name:

Title:

HSBC BANK USA, NATIONAL ASSOCIATION, as Issuer

By:		N/A

Name:

Title:

BNP PARIBAS, as Issuer

By:		N/A

Name:

Title:

ANNEX 1

TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Parent, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Parent, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.01(c) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, and (vi) if it is organized under the Laws of a jurisdiction outside the United States, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York without regard to choice of law principles.

EX-10.2

Exhibit 10.2

AIR PRODUCTS AND CHEMICALS, INC.

SENIOR MANAGEMENT SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION

Effective April 1, 2016

AIR PRODUCTS AND CHEMICALS, INC.

SENIOR MANAGEMENT SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION

Air Products and Chemicals, Inc. (the “Company”) adopted this Plan effective April 1, 2016 to provide severance benefits for eligible employees of the Company whose employment is terminated under certain circumstances. The Plan shall be known as the Air Products and Chemicals, Inc. Senior Management Severance Plan. This document shall constitute both the Plan Document and the Summary Plan Description.

ARTICLE I

DEFINITIONS

Whenever the following terms are used in this Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary:

1.1 “Annual Incentive Plan” shall mean the Air Products and Chemicals, Inc. Annual Incentive Plan, or any successor short term bonus plan.

1.2 “Board” shall mean the Board of Directors of the Company or the Management Development and Compensation Committee of the Board of Directors of the Company or another Committee thereof appointed by the Board of Directors of the Company to carry out its authority under the Plan.

1.3 “Change in Control” shall mean the first to occur of any one of the events described below:

(a) Stock Acquisition. Any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 as amended from time to time [the “Act”]), other than the Company or a corporation, a majority of whose outstanding stock entitled to vote is owned, directly or indirectly, by the Company, or a trustee of an employee benefit plan sponsored solely by the Company and/or such a corporation, is or becomes, other than by purchase from the Company or such a corporation, the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding voting securities. Such a Change in Control shall be deemed to have occurred on the first to occur of the date securities are first purchased by a tender or exchange offer, the date on which the Company first learns of acquisition of 20% of such securities, or the later of the effective date of an agreement for the merger, consolidation or other reorganization of the Company or the date of approval thereof by a majority of the Company’s shareholders, as the case may be.

(b) Change in Board. During any period of two consecutive years, individuals who at the beginning of such period were members of the Board of Directors of the Company, cease for any reason to constitute at least a majority of the Board of Directors, unless the election or nomination for election by the Company’s shareholders of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. Such a Change in Control shall, be deemed to have occurred on the date upon which the requisite majority of directors fails to be elected by the shareholders of the Company.

(c) Other Events. Any other event or series of events which, notwithstanding any other provision of this definition, is determined, by a majority of the outside members of the Board of Directors of the Company serving in office at the time such event or events occur, to constitute a Change in Control of the Company for purposes of this Plan. Such a Change in Control shall be deemed to have occurred on the date of such determination or on such other date as such majority of outside members of the Board of Directors of the Company shall specify.

1.4 “Company” shall mean Air Products and Chemicals, Inc. or any successor thereto.

1.5 “Covered Employee” shall mean an individual who, on the Date of Termination is a classified on the Employer’s books and records as a full-time Employee in a position graded level 122 and above whose primary work location is in the United States or who is a United States citizen or resident on a temporary assignment to a work location in a foreign country. Individuals in the following categories shall not be Covered Employees:

(a)

an Employee who is a party to an individual employment agreement with the Employer approved by the Board of Directors of the Company or a Committee thereof;

(b)

an Employee who is eligible to receive a benefit under the Air Products and Chemicals, Inc. Executive Separation Program, or the Air Products and Chemicals, Inc. Severance Plan; or

(c)

an Employee who is entitled to receive a benefit under the Air Products and Chemicals, Inc. Special Severance Plan.

Notwithstanding the above, the Plan Administrator may, in his sole discretion, prescribe that individuals who do not meet the above requirements will be treated as “Covered Employees”.

1.6 “Date of Termination” shall mean the date an Employee’s relevant employment with the Employer terminates as reflected in the Employer’s records.

1.7 “Effective Date” the original effective date of this Plan is April 1, 2016.

1.8 “Employee” shall mean a regular, active, employee of an Employer. Employee shall not include any individuals who are interns, cooperative employees, employees working in the Supplemental Employment Program, leased employees within the meaning of Section 414(n) of the Internal Revenue Code, contract employees or individuals who are treated as independent contractors under an agreement with an Employer.

1.9 “Employer” shall mean the Company and any wholly-owned domestic Subsidiary which is designated as a participating employer in the Plan by the Vice President, Human Resources of the Company.

1.10 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.11 “Normal Severance Benefit” shall mean the severance benefit described in Section 3.1 hereof.

1.12 “Plan” shall mean the Air Products and Chemicals, Inc. Senior Management Severance Plan, as set forth herein and as amended from time to time.

1.13 “Plan Administrator” shall mean the Vice President, Human Resources of the Company or any other individual whom the Vice President, Human Resources delegates to perform such function.

1.14 “Plan Year” shall mean the annual period beginning on October 1 and ending September 30 of the following calendar year. The first Plan Year shall begin on April 1, 2016 and end on September 30, 2016.

1.15 “Subsidiary” shall mean any domestic or foreign corporation, partnership, association, joint stock company, trust or unincorporated organization affiliated with the Company that is, directly or indirectly, through one or more intermediates, controlling, controlled by, or under common control with, the Company. “Control” for this purpose means the possession, direct or indirect, of the exclusive power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, contract or otherwise.

1.16 “Weekly Pay” shall mean the Employee’s annual base salary on his Date of Termination, plus if applicable, the average of the Annual Incentive Plan awards received by the Employee for the last three fiscal years, divided by fifty-two (52) weeks. Such average shall be of fewer than three awards if the Employee is eligible for the Annual Incentive Plan at the Date of Termination and became eligible for the Annual Incentive Plan during the last three fiscal years.

For purposes of the Plan, “annual base salary,” shall exclude:

(i) Discretionary bonuses and grants, including, without limitation, income howsoever derived from the granting of any stock options or other stock awards, scholastic aid, or payments and awards for suggestions and patentable inventions, variable pay, other merit awards, expense allowances and noncash compensation (including imputed income);

(ii) “Company Matching Contributions” and “Company Core Contributions” as defined in, earnings allocated to accounts under, and distributions from the Air Products and Chemicals, Inc. Retirement Savings Plan or payments, accruals or distributions under the Air Products and Chemicals, Inc. Pension Plan for Salaried Employees or under any other severance or incentive plan or retirement, pension or profit sharing plan of an Employer;

(iii) Overtime, commissions, mileage, shift premiums, and payments in lieu of vacation; and

(iv) All supplemental compensation for domestic or overseas assignments, including, without limitation, premium pay, cost of living and relocation allowances and forgiveness, mortgage interest allowances, tax equalization payments and other emoluments of such service.

Weekly Pay used to calculate Plan benefits shall be determined from the Employer’s records in the absolute discretion of the Plan Administrator. Weekly Pay may also include such other forms of compensation not described above as the Plan Administrator determines in his absolute discretion.

1.17 “Years of Service” shall mean the number of continuous years a Covered Employee worked for the Company or a Subsidiary of the Company, while such Subsidiary was a Subsidiary of the Company, from his most recent date of hire to his Date of Termination. If an Employee’s Years of Service includes a fractional Year of Service, his Years of Service shall be rounded up to the next whole number. Years of Service shall be determined from the Employer’s records in the absolute discretion of the Plan Administrator. Years of Service may also include such other periods of employment as the Plan Administrator determines in his absolute discretion.

ARTICLE II

ENTITLEMENT TO BENEFITS

2.1 Eligibility. A Covered Employee who meets the other requirements of this Article II shall be entitled to benefits under Article III if his employment with the Employer and all Subsidiaries is involuntarily terminated on or after the Effective Date for a reason other than “cause” or documented substandard work performance. For purposes of this Section, “cause” shall include, without limitation, the Employee’s insubordination, dishonesty, illegal act, or violation of an Employer policy or an obligation to the Employer.

No benefits shall be payable under Article III if the Employee voluntarily takes a leave of absence, resigns, retires, or otherwise voluntarily terminates his employment. The Plan Administrator shall have sole discretion to determine whether any particular termination meets the requirements of this Article II and may specify other conditions for determining whether a termination qualifies for benefits under Article III.

Notwithstanding the above, the Plan Administrator may, in his sole discretion, prescribe circumstances other than those described in the preceding paragraphs of this Section 2.1 for which benefits under Article III will be paid, provided the other requirements of this Article II are met.

2.2 Employment with Successor Employer. If any subsidiary, unit, division, business, or facility of the Employer, or segment thereof, is divested, sold and otherwise transferred so that it ceases to be an entity or part of an entity controlled by or under common control with the

Company within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended, including, but not limited to, through sale of assets or stock, formation of a joint venture, corporate spinoff resulting from distribution of securities to shareholders, or any other form of business transaction, and the Covered Employee is offered employment with such divested or transferred subsidiary, unit, division or business (whether or not he accepts such offer), he shall not be entitled to benefits under Article III.

2.3 Separation Agreement. To receive Plan benefits a Covered Employee must sign a Separation Agreement (as described in subsection (a)) within the time provided under section (b) and must not revoke the Agreement under subsection (c).

(a) Purpose. The Separation Agreement is an agreement between a Covered Employee and the Employer, whereby in exchange for benefits under the Plan, the Covered Employee releases any and all claims he may have against, and covenants not to sue, the Employer. The Separation Agreement shall be in the form prescribed by the Plan Administrator and shall advise the Covered Employee to consult with an attorney before signing the Agreement.

(b) Time for Consideration. The Covered Employee shall be given a reasonable period of time not to exceed 30 days in which to review the Agreement and consult with an attorney and other advisors prior to signing the Agreement.

(c) Revocation Period. A Covered Employee shall be entitled to revoke the Agreement within seven (7) days after signing the Agreement. In order to revoke the Agreement, the Covered Employee must give the Plan Administrator written notice of revocation within such seven (7) day period of time.

2.4 Actively at Work. To receive Plan benefits a Covered Employee must be actively at work when he receives notice of the termination of his employment. A Covered Employee who is on any kind of paid or unpaid leave of absence shall not be entitled to benefits under Article III.

2.5 Return of Employer Property. To receive Plan benefits a Covered Employee whose employment is terminated is required immediately to return to the Employer his keys, identification card and any other property of the Employer which is in his possession.

2.6 Notice Period. In addition to meeting the other requirements of Article II, the Employer may require a Covered Employee to remain actively at work through a certain date (which may be subsequently revised by the Employer) to be entitled to benefits under Article III.

ARTICLE III

BENEFITS

3.1 Normal Severance Benefit. A Covered Employee who meets the requirements of Article II shall receive a lump sum payment equal to the greater of 26 times his Weekly Pay or his Years of Service multiplied by two times his Weekly pay, not to exceed 52 times his Weekly Pay. Such benefit shall be payable as soon as administratively practical after the later of the Date of Termination or the date the Employer receives a Separation Agreement signed by the Covered Employee (provided that payment shall in no event be made before the expiration of the period described in Section 2.3(c)). In the event the period described in Sections 2.3(b) and (c) spans two taxable years, such payment will be made in second taxable year. If the Covered Employee is covered under any of the Company’s group medical and dental plans as of the Date of Termination and is eligible for and timely elects continuation coverage under any such plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the cost of such COBRA coverage on behalf of the Covered Employee, and each of his dependents who were covered under such medical and dental plan as of the Employment Termination Date and who are qualified beneficiaries under COBRA, for six months following the Date of Termination. Notwithstanding the preceding sentence, to the extent that any Covered Employee is eligible to commence retiree medical benefits under the Company’s group medical plan on the Date of Termination, the preceding sentence shall not apply to such Covered Employee with respect to such plan and shall not affect the Covered Employee’s entitlement to retiree medical benefits under the terms and conditions of such plan.

3.2 Limitation on Benefits. Payments to a Covered Employee under the Plan shall in no event exceed the lesser of (1) two (2) times the Internal Revenue Code Section 401(a)(17) limitation as in effect at the time of termination or two (2) times the Covered Employee’s annual compensation during the year immediately preceding his Date of Termination; (2) shall not be contingent, directly or indirectly upon retirement; and (3) shall not be made to any Covered Employee after twenty-four (24) months have elapsed since the Covered Employee’s Date of Termination. In the event a benefit earned pursuant to Section 3.1 above exceeds two (2) times the Code Section 401(a)(17) limitation, any amount in excess of two (2) times the Code Section 401(a)(17) limitation shall be deemed a separate payment and shall be paid no later than two and one half (2 ¹/₂) months after the end of the year in which the Covered Employee satisfies the requirements of Article II.

ARTICLE IV

FUNDING

4.1 Plan Unfunded. All payments under this Plan shall be made from the general assets of the Employer. The Plan shall be unfunded except to the extent that the Company, solely for the Company’s convenience and, at the Company’s sole discretion, makes contributions with respect to Plan benefits to a trust under Section 501(c) (9) of the Internal Revenue Code. Accordingly, in the absence of any such trust, it is not expected that the Plan will ever accumulate any assets. The Company shall not be required to fund or maintain any such trust or to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Plan benefits.

4.2 Payment of Expenses. The Employer shall pay all expenses incurred in the administration of this Plan.

ARTICLE V

PLAN ADMINISTRATION

5.1 Authority and Duties. It shall be the duty of the Plan Administrator, on the basis of information supplied by the Company, to determine the entitlement of each Covered Employee to Benefits under the Plan and to approve the amount of the cash benefits payable to each such Covered Employee. The Company shall make such payments as the Plan Administrator determines to be due to Covered Employees. The Plan Administrator shall have the full power and authority to (a) determine whether a Covered Employee’s termination of employment with the Company constitutes an involuntary termination for purposes of the Plan and (b) construe, interpret and administer the Plan, to correct deficiencies therein, and to supply omissions. All decisions, actions, and interpretations of the Administrator shall be final, binding, and conclusive upon the parties.

5.2 Expenses of the Administrator. All reasonable expenses of the Plan Administrator shall be paid or reimbursed by the Company upon proper documentation. The Company shall indemnify and defend the Plan Administrator against personal liability for actions taken in good faith in the discharge of its duties hereunder.

5.3 Actions of the Administrator. Whenever a determination is required of the Plan Administrator under the Plan, such determination shall be made solely at the discretion of the Plan Administrator. In addition, the exercise of discretion by the Administrator need not be uniformly applied to similarly situated Covered Employees and shall be final and binding on each Covered Employee or beneficiary(ies) to whom the determination is directed.

ARTICLE VI

AMENDMENT AND TERMINATION

6.1 Amendment and Termination. The Company intends and expects to continue the Plan indefinitely. Nevertheless, the Company reserves the right to terminate the Plan or amend or modify it from time to time. Actions referred to in this subsection may be taken on behalf of the Company by its Vice President, Human Resources and evidenced by a resolution, amendment, new or revised Plan document or other writing.

ARTICLE VII

MISCELLANEOUS

7.1 No Assignment. None of the payments, benefits or rights of any Covered Employee shall be subject to any claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such Covered Employee. No Covered Employee shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments which he may expect to receive, contingently or otherwise, under the Plan.

7.2 Other Plans. The Plan, the Air Products and Chemicals, Inc. Severance Plan and the Air Products and Chemicals, Inc. Special Severance Plan, and the Air Products and Chemicals, Inc. Executive Separation Program are the only plans of the Employers that provide separation benefits to Covered Employees. The Plan, The Air Products and Chemicals Severance Plan and the Air Products and Chemicals, Inc. Special Severance Plan, and the Air Products and Chemicals, Inc. Executive Separation Program supersede and replace in their entirety any previous plans, policies, practices or procedures of the Employer which provided separation benefits to Covered Employees.

7.3 No Right to Employment. Nothing contained in this Plan shall be deemed to give an Employee the right to be retained in the employ of the Employer, and the Employer reserves the right to terminate the employment of any Employee whenever, in its sole discretion, the Employer deems such action necessary.

7.4 Controlling Law. The Plan shall be construed and enforced according to the laws of the Commonwealth of Pennsylvania to the extent not preempted by Federal law. The Plan is not intended to be included in the definitions of “employee pension benefit plan” and “pension plan” set forth under Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Rather, the Plan is intended to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, Section 2510.3-2(b).

7.5 Right to Withhold. The Employer shall have the right to withhold from all distributions from the Plan any federal, state, or local taxes required by law to be withheld with respect to such distributions.

7.6 Incapacitated Covered Employee. If the Plan Administrator deems any Covered Employee incapable of receiving any benefit to which he is entitled under the Plan by reason of illness, infirmity or other incapacity, the Plan Administrator may direct that payment be made to such person’s legally appointed guardian, or if none has been appointed, to the holder of a legally valid power of attorney from such person, or otherwise, to any other person for the Covered Employee’s benefit, without responsibility for the application of amounts so paid. Such payments shall, to the extent thereof, discharge the liability of the Employer under the Plan.

7.7 Headings. The headings of the Articles and Sections of the Plan are for reference only. In the event of a conflict between a heading and the contents of an Article or Section, the contents of the Article or Section shall control.

7.8 Number and Gender. Whenever any words used herein are in the singular form or in the masculine form, they shall be construed as though they were also in the plural form or in the feminine or neuter from in all cases where they would so apply.

ARTICLE VIII

BENEFIT CLAIMS PROCEDURE.

8.1 The claims and appeals procedure herein provided is intended to meet the requirements of ERISA and the regulations thereunder. By virtue of such requirement, the procedure provided in this Article VIII shall be the sole and exclusive procedure for claiming benefits or appealing any denial of a claim for benefits under the Plan. This procedure shall, in respect of all claims arising under the Plan, supersede and preempt any and all procedures for the settlement of disputes or resolution of grievances under any other agreements or plans.

8.2 Filing a Claim.

(a) Initial Claim. In the event of a claim by any person including but not limited to any Employee (the “Claimant”) or an authorized representative as to whether he or she is entitled to any benefit under the Plan, the amount of any distribution or its method and timing of payment, such Claimant shall present the reason for his or her claim in writing to the Plan Administrator. The claim must be filed within forty-five (45) days following the date upon which the Claimant first learns of his or her claim. All claims shall be in writing, signed and dated and shall briefly explain the basis for the claim. The Plan Administrator shall ensure that all claim determinations are made in accordance with the terms of the Plan document, and, where appropriate, that Plan provisions are applied consistently with respect to similarly situated claimants.

The Plan Administrator shall, within ninety (90) days after receipt of such written claim, decide the claim and send written notification to the Claimant as to its disposition; provided that the Plan Administrator may elect to extend said period for an additional ninety (90) days if special circumstances so warrant and the Claimant is so notified in writing prior to the expiration of the original ninety (90) day period. Such notification shall indicate the circumstances warranting the extension of time and the date by which the Plan expects to decide the claim. In no event shall a decision regarding a claim be made later than 180 days after the Plan Administrator receives the claim.

(b) Denial. In the event the claim is wholly or partially denied, the Claimant shall receive written notification of the denial, which is written in a manner reasonably calculated to be understood by the Claimant, and includes the following information: the specific reason or reasons for the denial; specific reference to pertinent Plan provisions on which the denial is based; a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; the procedure by which the Claimant may appeal the denial of his or her claim; and a statement of the Claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), following a denial of the Claimant’s appeal.

(c) Appeal. The Claimant may request a review of a claim denial by making application in writing to the Air Products and Chemicals, Inc. Benefits Committee (“Benefits Committee”) within sixty (60) days after receipt of such denial. The Claimant may submit written comments, documents, records, and other information in support of his or her claim or position. Upon written request to the Benefits Committee, the Claimant shall be provided, free of charge, access to and copies of, all documents, records, and other information relevant to the claim. The Benefits Committee, in its sole discretion, shall determine whether requested information is relevant to the claim, in accordance with the claims procedure regulations of the Department of Labor set forth in 29 CFR Section 2560.503-1 (the “Claims Procedure Regulations”).

Within sixty (60) days after receipt of a written appeal, the Benefits Committee shall decide the appeal and notify the Claimant of the final decision; provided that the Benefits Committee may elect to extend said period for an additional sixty (60) days if special circumstances so warrant and the Claimant is notified in writing prior to the expiration of the original sixty (60) day period. Such notification shall indicate the circumstances warranting the extension of time and the date by which the Plan expects to decide the claim. In no event shall a decision regarding an appeal be made later than one hundred and twenty (120) days after the Plan receives the appeal.

In the event the appeal is wholly or partially denied, the Claimant shall receive written notification of the denial, which is written in a manner reasonably calculated to be understood by the Claimant, and includes the following information: the specific reason or reasons for the denial; specific reference to pertinent Plan provisions on which the denial is based; a statement that the Claimant has the right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits. (The Benefits Committee, in its sole discretion, shall determine whether requested information is relevant to the claim, in accordance with the Claims Procedure Regulations.), and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA. It is intended that the claims procedure of the Plan be administered in accordance with the Claims Procedure Regulations.

ARTICLE IX

IMPORTANT PLAN INFORMATION

Name of Plan

Air Products and Chemicals, Inc. Senior Management Severance Plan.

Plan Sponsor and Participating Employers

The name, address, and telephone number of the Plan Sponsor are as follows:

Air Products and Chemicals, Inc.

7201 Hamilton Boulevard

Allentown, PA 18195-1501

Phone Number: (610) 481-6494

Covered Employees and their beneficiaries may receive from the Plan Administrator, upon written request, information as to whether a particular employer has adopted the Plan and, if so, its address.

Type of Plan

The Plan is designed as a severance plan, a type of welfare benefit plan under ERISA.

Plan Identification Numbers

The Plan is reported to the Department of Labor under the Company’s Employer Identification Number, 23-1274455, and under the Plan Number 702.

Plan Year

The financial records for the Plan are kept according to a Plan Year that begins on October 1 and ends on September 30.

Plan Administration

The Plan Administrator manages the Plan and resolves questions on its operation, according to the Plan document. The Plan Administrator for the Plan is the Vice President, Human Resources of the Company or his/her designee. The Plan is administered in accordance with the terms of the definitive text of the Plan as amended from time to time by the Company. The Plan Administrator has the responsibility of interpreting and administering the provisions of the Plan. The Plan Administrator has the power and discretionary authority to construe the terms of the Plan and to determine all questions that arise under it. Such power and authority include, for example, the administrative discretion to resolve issues with respect to eligibility, amount of Plan benefits and to interpret any other terms contained in the Plan documents. The Plan Administrator’s interpretations and determinations are binding on all participants, employees, former employees and their beneficiaries.

You may contact the Plan Administrator by writing or phoning:

Air Products and Chemicals, Inc.

7201 Hamilton Boulevard

Allentown, PA 18195-1501

Attention: Vice President, Human Resources

Phone Number: (610) 481-6494

Funding of the Plan

The Employers pay all costs of the Plan.

Agent for Legal Process

If you want to seek legal action about the Plan for any reason, you may direct legal process to the Plan Administrator.

Air Products and Chemicals, Inc.

7201 Hamilton Boulevard

Allentown, PA 18195-1501

Attention: Vice President, Human Resources

Phone Number: (610) 481-6494

Your Rights Under ERISA

As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). ERISA provides that all Plan participants shall be entitled to:

•

Examine, without charge, at the Plan Administrator’s office and at other specified locations, all documents governing the Plan, including a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

•

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.

•

Receive a summary of the Severance Plan’s annual financial report.

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called “fiduciaries”, have a duty to do so prudently and solely in your interest as well as that of other Plan participants and beneficiaries.

No one, including your employer or any other person, may terminate your employment or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA.

Under ERISA there are steps you can take to enforce the rights explained above. For instance, if you request materials about the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

If you have a claim for benefits that is denied or ignored, in whole or in part, and you have exhausted the Plan’s internal appeal procedure, you may file suit in state or federal court. If Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Should you have any questions about the Plan or your rights, you should contact Employee Benefits in Allentown. If you have any questions about your rights under ERISA or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest Area Office of the Employee Benefits Security Administration, U.S. Department of Labor listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, DC 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the Publications Hotline of the Employee Benefits Security Administration.

Use of Plan and Summary Plan Description

This document is intended to constitute both the Plan and the Summary Plan Description. Neither the Plan nor the Plan description is intended to create any rights on the part of employees, except rights to Plan benefits to which they are entitled by the express terms of the Plan. Specifically, no rights are created with respect to continued employment. It is understood that all employees to whom the materials in this Plan apply are employed at the will of the individual and the Company or its affiliate employing them and in accord with all statutory provisions.

IN WITNESS WHEREOF, Air Products and Chemicals, Inc. has caused this Plan to be executed on this day of April 2016.

EX-12

Exhibit 12

AIR PRODUCTS AND CHEMICALS, INC., AND SUBSIDIARIES

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

(Unaudited)


	Nine Months Ended
	30 June				Year Ended 30 September
(Millions of dollars, except ratios)	2016				2015				2014				2013				2012				2011
Earnings:
Income from continuing operations ⁽¹⁾		$	1,136.8			$	1,324.4			$	996.1			$	1,047.6			$	1,025.2			$	1,171.6
Add (deduct):
Provision for income taxes			447.9				418.3				369.2				324.8				305.1				390.8
Fixed charges, excluding capitalized interest			96.8				122.0				145.6				166.4				146.6				139.4
Capitalized interest amortized during the period			7.4				10.0				9.4				10.3				9.5				9.0
Undistributed earnings of equity investees			(31.8	)			(102.6	)			(76.1	)			(46.4	)			(54.5	)			(38.9	)
Noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges			(1.7	)			(3.0	)			(2.8	)			—				—				—
Earnings, as adjusted		$	1,655.4			$	1,769.1			$	1,441.4			$	1,502.7			$	1,431.9			$	1,671.9
Fixed Charges:
Interest on indebtedness, including capital lease obligations		$	79.8			$	95.3			$	121.2			$	143.1			$	116.0			$	113.6
Capitalized interest			28.1				49.1				33.0				28.3				31.4				23.4
Amortization of debt discount/premium and expense			3.1				8.2				3.9				2.1				10.6				5.6
Portion of rents under operating leases representative of the interest factor			13.9				18.5				20.5				21.2				20.0				20.2
Fixed charges⁽²⁾		$	124.9			$	171.1			$	178.6			$	194.7			$	178.0			$	162.8
Ratio of Earnings to Fixed Charges ⁽³⁾			13.3				10.3				8.1				7.7				8.0				10.3

⁽¹⁾

Income from continuing operations includes income attributable to noncontrolling interests as well as business restructuring and cost reduction actions of $22.8 ($16.4 after-tax) and $207.7 ($153.2 after-tax) in 2016 and 2015, respectively, a goodwill and intangible asset impairment charge of $310.1 ($308.8 after-tax) in 2014, and business restructuring and cost reduction plans of $231.6 ($157.9 after-tax) and $327.4 ($222.4 after-tax) in 2013 and 2012, respectively.

⁽²⁾	We are party to certain debt guarantees of equity affiliates. Since we have not been required to satisfy the guarantees, nor is it probable that we will, interest expense related to the guaranteed debt is not included in fixed charges.

⁽³⁾	The ratio of earnings to fixed charges is determined by dividing earnings, as adjusted, by fixed charges. Fixed charges consist of interest on all indebtedness plus that portion of operating lease rentals representative of the interest factor (deemed to be 21% of operating lease rentals).

EX-31.1

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER’S CERTIFICATION

I, Seifi Ghasemi, certify that:

I have reviewed this quarterly report on Form 10-Q of Air Products and Chemicals, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 29 July 2016

/s/ Seifi Ghasemi

Seifi Ghasemi

Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER’S CERTIFICATION

I, M. Scott Crocco, certify that:

I have reviewed this quarterly report on Form 10-Q of Air Products and Chemicals, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 29 July 2016

/s/ M. Scott Crocco

M. Scott Crocco

Senior Vice President and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Air Products and Chemicals, Inc. (the “Company”) on Form 10-Q for the period ending 30 June 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Seifi Ghasemi, Chairman, President and Chief Executive Officer of the Company, and M. Scott Crocco, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: 29 July 2016		/s/ Seifi Ghasemi
		Seifi Ghasemi
		Chairman, President and Chief Executive Officer

		/s/ M. Scott Crocco
		M. Scott Crocco
		Chief Financial Officer