10-K 1 form10k1201.txt FISCAL YEAR ENDED SEPTEMBER 30, 2001 [Air Products Logo] Law Group Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA 18195-1501 Telephone (610) 481-7351 Tax : Law (610) 481-8223 Patent (610) 481-7083 December 14, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549-1004 RE: Air Products and Chemicals, Inc. (the "Company") Annual Report on Form 10-K - File No. 1-4534 Ladies and Gentlemen: Filed herewith, in electronic format, on behalf of Air Products and Chemicals, Inc., is the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2001. The financial statements in the Annual Report do not reflect any material changes from the preceding year in accounting principles or practices or in the method of applying such principles or practices. Sincerely, /s/ Robert F. Gerkens Robert F. Gerkens Assistant Corporate Secretary and Assistant General Counsel Enclosure =============================================================================== SECURITIES AND EXCHANGE COMMISSION ------------------------------- Washington, D.C. 20549 FORM 10-K (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended September 30, 2001 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 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 (IRS Employer Identification No.) incorporation or organization) 7201 Hamilton Boulevard Allentown, Pennsylvania 18195-1501 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (610) 481-4911 ------------------------------------------------------------------------------- Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered ------------------- ---------------- Common Stock, par value $1.00 per share New York and Pacific Preferred Stock Purchase Rights New York and Pacific 8 3/4% Debentures Due 2021 New York ----------------------- 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 X NO ---- ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant on November 1, 2001, was $8.63 billion. For purposes of the foregoing calculation (i) all directors and/or executive officers have been deemed to be affiliates, but the registrant disclaims that any such director and/or executive officer is an affiliate and (ii) registrant's Flexible Employee Benefit Trust, described under Item 12 of this Report, is deemed a non-affiliate. The number of shares of Common Stock outstanding as of November 30, 2001 was 227,200,340. DOCUMENTS INCORPORATED BY REFERENCE Annual Report to Shareholders for the fiscal year ended September 30, 2001. With the exception of those portions which are incorporated by reference into Parts I, II, and IV of this Form 10-K, the Annual Report is not deemed to be filed. Proxy Statement for Annual Meeting of Shareholders to be held January 24, 2002 . . . Part III. =============================================================================== FORWARD-LOOKING STATEMENTS The forward-looking statements contained in this document are based on current expectations regarding important risk factors. Actual results may differ materially from those expressed. In addition to important risk factors and uncertainties referred to in the Management's Discussion and Analysis which is included under Item 7 herein, other important risk factors and uncertainties include overall economic and business conditions; demand and timing of the placing of orders for the goods and services of Air Products, including the success of recovery in the Air Products markets in the electronics industry; competitive factors in the industries in which it competes; the ability to recover increased energy and raw material costs from customers; spikes in the pricing of natural gas; changes in government regulations; consequences of acts of terrorism impacting the United States and other markets; the success of implementing cost reduction programs; the timing, impact and other uncertainties of future acquisitions or divestitures; significant fluctuations in interest rates and foreign currencies; the impact of tax and other legislation and regulations in jurisdictions in which Air Products and its affiliates operate; and the timing and rate at which tax credits can be utilized. ii TABLE OF CONTENTS

Page PART I.............................................................................................................1 ITEM 1. Business.............................................................................................1 GASES...................................................................................................1 Power Generation and Flue Gas Desulfurization..........................................................2 CHEMICALS...............................................................................................2 Performance Chemicals..................................................................................3 Chemical Intermediates.................................................................................3 EQUIPMENT...............................................................................................4 GENERAL.................................................................................................4 Foreign Operations.....................................................................................4 Technology Development.................................................................................5 Raw Materials and Energy...............................................................................6 Environmental Controls.................................................................................6 Competition............................................................................................7 Insurance..............................................................................................8 Employees..............................................................................................8 Executive Officers of the Company......................................................................9 ITEM 2. Properties..........................................................................................10 Gases.................................................................................................10 Chemicals.............................................................................................10 Equipment.............................................................................................11 ITEM 3. Legal Proceedings...................................................................................11 ITEM 4. Submission of Matters to a Vote of Security Holders.................................................11 PART II...........................................................................................................11 ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters...............................11 ITEM 6. Selected Financial Data.............................................................................12 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations...............12 ITEM 7a. Quantitative and Qualitative Disclosures about Market Risk..........................................12 ITEM 8. Financial Statements................................................................................12 ITEM 9. Disagreements on Accounting and Financial Disclosure................................................12 PART III..........................................................................................................12 ITEM 10. Directors and Executive Officers of the Company.....................................................12 ITEM 11. Executive Compensation..............................................................................12 ITEM 12. Security Ownership of Certain Beneficial Owners and Management......................................12 ITEM 13. Certain Relationships and Related Transactions......................................................13 PART IV...........................................................................................................13 ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K....................................13 SIGNATURES............................................................................................17

iii PART I ITEM 1. Business. Through internal development and by acquisitions, Air Products and Chemicals, Inc. has established an internationally recognized industrial gas and related industrial process equipment business and developed strong positions as a producer of certain chemicals. The gases business segment recovers and distributes industrial gases such as oxygen, nitrogen, argon, and hydrogen and a variety of medical and specialty gases. The chemicals business segment produces and markets performance chemicals and chemical intermediates. The equipment business segment supplies cryogenic and other process equipment and related engineering services. Financial information concerning the Company's business segments appears in Note 18 to the Consolidated Financial Statements included under Item 8 herein, which information is incorporated herein by reference, as are all other specific references herein to information appearing in such 2001 Financial Review Section of the Annual Report. As used in this Report, the term "Air Products" or "Company" includes subsidiaries and predecessors of the registrant or its subsidiaries, unless the context indicates otherwise. GASES The principal industrial gases sold by the Company are oxygen, nitrogen, argon (primarily recovered by the cryogenic distillation of air), hydrogen, carbon monoxide, carbon dioxide (purchased, purified, or recovered through the processing of natural gas or the by-product streams from process plants), synthesis gas (combined streams of hydrogen and carbon monoxide), and helium (purchased or refined from crude helium). Medical and specialty gases are manufactured or blended by the Company or purchased for resale. The gases segment also includes the Company's power generation and flue gas treatment businesses. The Company's gas business involves two principal modes of supply: "Tonnage" or "on-site" supply--For large volume or "tonnage" users of industrial gases, a plant is built adjacent to, on, or near the customer's facility--hence the term "on-site". Alternatively, the gases are delivered through a pipeline from nearby locations. Supply is generally made under contracts having terms in excess of three years. In numerous areas--the Houston (Texas) Ship Channel including the Port Arthur, Texas, area; "Silicon Valley", California; Los Angeles, California; Phoenix, Arizona; Decatur, Alabama; Central Louisiana; Rotterdam, the Netherlands; Korea; Singapore; Malaysia; and Bahia, Brazil--Air Products' hydrogen, oxygen, carbon monoxide, or nitrogen gas pipelines serve multiple customers from one or more centrally located plants. Industrial gas companies in which the Company has less than controlling interests have pipelines in Thailand, Taiwan, and South Africa. Merchant supply--Smaller volumes of industrial gas products are delivered to thousands of customers in liquid or gaseous form by tanker trucks or tube trailers. These merchant customers use equipment designed and installed by Air Products to store the product near the point of use, normally in liquid state, and vaporize the product into gaseous state for their use as needed. Some customers are also supplied by small on-site generators using noncryogenic technology based on adsorption and membrane technology which, in certain circumstances, the Company sells to its customers. Merchant customers' contract terms normally are from three to five years. Merchant gases and various specialty gases are also delivered in cylinders, dewars, and lecture bottle sizes. Oxygen, nitrogen, argon, and hydrogen sold to merchant customers are usually recovered at large "stand-alone" facilities located near industrial areas or high-tech centers, or at small noncryogenic generators, or are taken from tonnage plants used primarily to supply tonnage users. Tonnage plants are frequently designed to have more capacity than is required by their principal customer to recover additional product that is liquefied for sale to a merchant market. Air Products also designs and builds systems for recovering oxygen, hydrogen, nitrogen, carbon monoxide, and low dew point gases using adsorption technology. 1 Tonnage and merchant sales of atmospheric gases--oxygen, nitrogen, and argon--constituted approximately 25% of Air Products' consolidated sales in fiscal year 2001 and 26% in fiscal years 2000 and 1999. Tonnage and merchant sales of industrial gases--principally oxygen, nitrogen, and hydrogen--to the chemical process industry and the electronics industry, the largest consuming industries, were approximately 21% and 14%, respectively, of Air Products' consolidated sales in fiscal year 2001. Other important consumers of Air Products' industrial and specialty gases are the basic steel industry, the oil industry (which uses inert nitrogen for oil well stimulation and field pressurization and hydrogen and oxygen for refining), and the food industry (which uses liquid nitrogen for food freezing). Air Products believes that it is the largest liquefier of hydrogen, which it supplies to many customers, including the National Aeronautics and Space Administration for its space shuttle program. Helium is sold for use in magnetic resonance imaging equipment, controlled atmospheres processes, and welding. Medical gases and equipment, primarily for inhalation therapy, are supplied to hospitals and clinics, as well as in Europe to the home care market. Specialty gases include fluorine products, rare gases such as xenon, krypton, and neon, and more common gases of high purity or gases which are precisely blended as mixtures. Specialty chemicals for use by the electronics industry include silane, arsine, silicon tetrafluoride, nitrogen trifluoride, carbon tetrafluoride, hexafluoromethane, and tungsten hexafluoride. These gases and chemicals are used in numerous industries and in electronic and laboratory applications. In certain circumstances, the Company sells equipment related to the use, handling, and storage of such specialty gases and specialty chemicals. Sales of industrial gases to merchant customers and/or sales of specialty products to the electronics industry are made principally through field sales forces from 108 offices in 38 states in the United States and Puerto Rico, and from 198 offices in 24 foreign countries. In addition, industrial gas companies in which the Company has investments operate in more than 30 foreign countries. Electricity and hydrocarbons, including natural gas as a feedstock for producing certain gases, are important to Air Products' gas business. See "Raw Materials and Energy". The Company's large truck fleet, which delivers products to merchant customers, requires a readily available supply of gasoline or diesel fuel. Also, environmental and health laws and regulations will continue to affect the Company's gas businesses. See "Environmental Controls". Power Generation and Flue Gas Desulfurization Air Products operates and has 50% interests in a 49-megawatt fluidized-bed coal-fired power generation facility in Stockton, California and a 24-megawatt gas-fired combined cycle power generation facility near Rotterdam, the Netherlands, and a 100% interest in a 25-megawatt gas-fired combined cycle power generation facility principally supplying the Company's chemical complex in Calvert City, Kentucky. A 112-megawatt gas-fueled power generation facility, in which the Company has a 48.8% interest, operates in Thailand and supplies electricity to a state-owned electricity generating authority and steam and electricity to an Air Products industrial gases affiliate. In the fourth quarter of fiscal year 2001, the Company sold its ownership and operating interests in two cogeneration facilities: an 88-megawatt facility in western Pennsylvania and a 115-megawatt facility in Orlando, Florida. The Company continues to assess the possibility of divestiture of its interest in the flue gas desulfurization facility in Porter County, Indiana. Additional information with respect to the Company's power generation and flue gas treatment businesses is included in Notes 3, 7 and 16 to the Consolidated Financial Statements included under Item 8 herein. CHEMICALS The Company's chemicals businesses consist of performance chemicals and chemical intermediates, where the Company is able to differentiate itself by the performance of its products in the customer's application, the technical service which the Company provides, and the scale of production and the production technology employed by the Company. 2 Performance Chemicals The principal businesses of performance chemicals are emulsions and specialty, polyurethane, and epoxy additives. Total sales from the performance chemicals business constituted approximately 16% of Air Products' consolidated sales in fiscal year 2001, 21% in fiscal year 2000, and 22% in fiscal year 1999. Additives --------- Air Products' additives chemicals are differentiated from the competition based on their performance when used in the customer's products and the technical service which the Company provides. Specialty Additives-These products are primarily acetylenic alcohols and amines which are used as performance additives in coatings, lubricants, electro-deposition processes, agricultural formulations, and corrosion inhibitors. Polyurethane Additives-These products include catalysts and surfactants which are used as performance control additives and processing aids in the production of both flexible and rigid polyurethane foam around the world. The principal end markets for polyurethane foams include furniture cushioning, insulation, carpet underlay, bedding, and automobile seating. Epoxy Additives-These products include polyamides, aromatic amines, cycloaliphatic amines, reactive diluents, and specialty epoxy resins which are used as performance additives in epoxy formulations by epoxy manufacturers worldwide. The end markets for epoxies are coatings, flooring, adhesives, reinforced composites, and electrical laminates. Emulsions --------- Air Products' emulsions are water-based and water-soluble products derived primarily from vinyl acetate monomer. The Company's major emulsions products are vinyl acetate homopolymer emulsions and AIRFLEX(R) vinyl acetate-ethylene copolymer emulsions. The Company also produces emulsions which incorporate vinyl chloride and various acrylates in the polymer. These products are used in adhesives, nonwoven fabric binders, paper coatings, paints, inks, and carpet backing binder formulations. Air Products owns 65% of a worldwide joint venture with Wacker-Chemie GmbH that produces polymer emulsions and pressure-sensitive adhesives. The Company also owns 20% of a worldwide joint venture with Wacker-Chemie that produces redispersible powders made from polymer emulsions. Pressure-sensitive adhesives are water-based acrylic emulsions which are used for both permanent and removable pressure-sensitive adhesives primarily for labels and tapes. Chemical Intermediates The chemical intermediates businesses use the Company's proprietary technology and scale of production to differentiate themselves from the competition. The principal intermediates sold by the Company include amines and polyurethane intermediates. The Company also produces certain industrial chemicals (ammonia, methanol, and nitric acid) as raw materials for its differentiated products. Total third-party sales from the chemical intermediates businesses constituted 11% of Air Products' consolidated sales in fiscal year 2001, 12% in fiscal year 2000, and 11% in fiscal year 1999. Amines-The Company produces a broad range of amines using ammonia and methanol, which are both manufactured by Air Products, and other alcohol feedstocks purchased from various suppliers. Other, more specialized amines, are produced by the hydrogenation of purchased intermediates. Substantial quantities of these products are sold under long-term contracts to a small number of customers. These products are used by the Company's customers as raw materials in the manufacture of herbicides, pesticides, water treatment chemicals, animal nutrients, polyurethane coatings, rubber chemicals, and pharmaceuticals. Ammonia is produced as a feedstock for its alkylamines business, supplemented by external purchases. Additional ammonia is purchased and converted to ammonium nitrate prills and solutions which are primarily sold to customers as fertilizers or for other chemical applications. Methanol is produced by Air Products as a feedstock in methylamine production, and the excess over this requirement is sold to a third party. 3 Polyurethane Intermediates-The Company produces dinitrotoluene ("DNT") and toluene diamine ("TDA") for use as intermediates by the Company's customers in the manufacture of a major precursor of flexible polyurethane foam. The principal end markets for flexible polyurethane foams include furniture cushioning, carpet underlay, bedding, and seating in automobiles. Virtually all of the Company's production of DNT and TDA is sold under long-term contracts to a small number of customers. * * * Chemical sales are supported from various locations in the United States, England, Germany, Brazil, Mexico, the Netherlands, Japan, China, Singapore, and South Africa, and through sales representatives or distributors in most industrialized countries. Dry products are delivered in railcars, trucks, drums, bags, and cartons. Liquid products are delivered by barge, rail tank cars, tank-trailers, drums and pails, and, at one location, by pipeline. The chemicals business depends on adequate energy sources, including natural gas as a feedstock for the production of certain products (see "Raw Materials and Energy") and will continue to be affected by various environmental and health laws and regulations (see "Environmental Controls"). EQUIPMENT The Company designs and manufactures equipment for cryogenic air separation, gas processing, natural gas liquefaction, and hydrogen purification. Air Products also designs and builds systems for recovering hydrogen, nitrogen, carbon monoxide, carbon dioxide, and low dew point gases using membrane technology. Additionally, a broad range of plant design, engineering, procurement, and construction management services is provided for the above areas. Equipment is manufactured for use by the gases segment and for sale in industrial markets which include the Company's international industrial gas affiliates. The backlog of orders (including letters of intent) believed to be firm from other companies and equity affiliates for equipment was approximately $227 million on September 30, 2001, approximately 34% of which relates to cryogenic air separation, as compared with a total backlog of approximately $149 million on September 30, 2000. It is expected that approximately $187 million of the backlog on September 30, 2001, will be completed during fiscal year 2002. GENERAL Foreign Operations Air Products, through subsidiaries and affiliates, conducts business in numerous countries outside the United States. The structure of the Air Products gas business in Europe mirrors the Company's United States operation. Air Products' international business is subject to risks customarily encountered in foreign operations, including fluctuations in foreign currency exchange rates and controls, import and export controls, and other economic, political, and regulatory policies of local governments. Majority and wholly owned industrial gas subsidiaries operate in Argentina, Brazil, Canada, and throughout Europe and Asia in 14 and nine countries, respectively. There are 50% industrial gas joint ventures in Africa, South Africa, Canada, seven countries in Europe, and five in Asia, and less than controlling interests in Canada and Mexico, four countries in Europe, and six in Asia. The Company has a 50% interest in a power generation facility in the Netherlands and a 48.8% interest in one in Thailand. 4 The principal geographic markets for the Company's chemical products are North America, Europe, Asia, Brazil, and Mexico. Majority and wholly owned subsidiaries operate in Germany, Italy, the Netherlands, the United Kingdom, Australia, Singapore, Japan, Korea, China, and Mexico. The Company also has 50% joint ventures in Japan for distribution of POLYCAT(R) and manufacture and sale of DABCO(R) amine catalysts and a 50% joint venture in the U.K which is developing products relating to silicon wafer polishing, chemical mechanical planarization processes, and hard disk polishing. The polymer emulsions and pressure-sensitive adhesives joint venture with Wacker-Chemie GmbH has headquarters in the United States and production facilities in the United States, Germany, Mexico, and Korea, along with a technical service center in Shanghai, China. Headquarters for the 20% investment in the redispersible powder venture with Wacker-Chemie are in Germany with manufacturing facilities in Germany and the United States. The Company also has less than controlling interests in Japan and Ireland, which sell chemicals to the electronics industry. Financial information about Air Products' foreign operations and investments is included in Notes 7, 14, and 18 to the Consolidated Financial Statements included under Item 8 herein. Information about foreign currency translation is included in Note 1 to the Consolidated Financial Statements included under Item 8 herein, under "Foreign Currency", and information on Company exposure to currency fluctuations is included in Note 5 to the Consolidated Financial Statements included under Item 8 herein, under "Financial Instruments". Export sales from operations in the United States to unconsolidated customers amounted to $602 million, $558 million, and $528 million in 2001, 2000, and 1999, respectively. Total export sales in fiscal year 2001 included $46 million in export sales to affiliated customers. The sales to affiliated customers were primarily equipment sales. Technology Development Air Products conducts research and development principally in its laboratories located in Trexlertown, Pennsylvania, as well as in Basingstoke, London, and Crewe in the U.K.; Burghausen, Germany; Utrecht, the Netherlands; San Juan del Rio, Mexico; and Barcelona, Spain. The Company also funds and works closely on research and development programs with a number of major universities and conducts a sizable amount of research work funded by others, principally the United States Government. The Company's market-oriented approach to technology development encompasses research and development and engineering, as well as commercial development. The amount expended by the Company on research and development during fiscal year 2001 was $123 million, $124 million in fiscal year 2000, and $123 million in fiscal year 1999. In the gases and equipment segments, technology development is directed primarily to developing new and improved processes and equipment for the production and delivery of industrial gases and cryogenic fluids, developing new products, and developing new and improved applications for industrial gases. It is through such applications and improvements that the Company has become a major supplier to the electronics and chemical process industries including gases from air separation, specialty gases and hydrogen. Additionally, technology development for the equipment business is directed primarily to reducing the capital and operating costs of its facilities and to commercializing new technologies in gas production and separation. In the chemicals segment, technology development is primarily concerned with new products and applications to strengthen and extend our present positions in polymer and performance chemicals. In addition, a major continuing effort supports the development of new and improved process and manufacturing technology for chemical intermediates and polymers. A corporate research group supports the research efforts of the Company's various businesses. This group includes the Company's Corporate Science and Technology Center, which conducts research in areas important to the long-term growth of the Company, with focus on performance materials. As of November 14, 2001, Air Products owned 935 United States patents and 1,630 foreign patents. The Company is also licensed to practice under patents owned by others. While the patents and licenses are considered important, Air Products does not consider its business as a whole to be materially dependent upon any particular patent or patent license, or group of patents or licenses. 5 Raw Materials and Energy The Company manufactures hydrogen, carbon monoxide, synthesis gas, carbon dioxide, and methanol principally from natural gas. Such products accounted for approximately 13% of the Company's consolidated sales in fiscal year 2001. The Company's principal raw material purchases are chemical intermediates produced by others from basic petrochemical feedstocks such as olefins and aromatic hydrocarbons. These feedstocks are generally derived from various crude oil fractions or from liquids extracted from natural gas. The Company purchases its chemical intermediates from many sources and generally is not dependent on one supplier. However, with respect to vinyl acetate monomer which supports the polymer business, the Company is heavily dependent on a single supplier under a long-term contract which produces vinyl acetate monomer from several facilities. The Company characterizes the availability of these chemical intermediates as generally being readily available. The Company uses such raw materials in the production of emulsions, amines, polyurethane intermediates, specialty additives, polyurethane additives, and epoxy additives. Such products accounted for approximately 28% of the Company's consolidated sales in fiscal year 2001. Natural gas is an energy source at a number of the Company's facilities. The Company also purchases ammonia under long-term contracts as a feedstock for several of its chemicals facilities. The Company's industrial gas facilities use substantial amounts of electrical power. Any shortage of electrical power or interruption of its supply or increase in its price which cannot be passed through to customers for competitive reasons will adversely affect the merchant gas business of the Company. In addition, the Company purchases finished and semi-finished materials and chemical intermediates from many suppliers. During fiscal year 2001 no significant difficulties were encountered in obtaining adequate supplies of energy or raw materials. Environmental Controls The Company is subject to various environmental laws and regulations in the United States and foreign countries where it has operations. Compliance with these laws and regulations results in higher capital expenditures and costs. Additionally, from time to time, the Company is involved in proceedings under the Comprehensive Environmental Response, Compensation, and Liability Act (the federal Superfund law), similar state laws, and the Resource Conservation and Recovery Act (RCRA) relating to the designation of certain sites for investigation and possible cleanup. Additional information with respect to these proceedings is included under Item 3, Legal Proceedings, below. The Company's accounting policies on environmental expenditures are discussed in Note 1 to the Consolidated Financial Statements included under Item 8 herein. The amounts charged to earnings on an after-tax basis related to environmental protection totaled $21 million in 2001, $30 million in 2000, and $27 million in 1999. These amounts represent an estimate of expenses for compliance with environmental laws, as well as remedial activities, and costs incurred to meet internal Company standards. Such costs are estimated to be $24 million in 2002 and 2003. Although precise amounts are difficult to define, the Company estimates that in fiscal year 2001 it spent approximately $11 million on capital projects to control pollution versus $3 million in 2000. Capital expenditures to control pollution in future years are estimated at approximately $16 million in 2002 and $13 million in 2003. To the extent long-term contracts have been entered into for supply of product, such as for the industrial gas on-site business and for certain chemical products, the cost of any environmental compliance generally is contractually passed through to the customer. It is the Company's policy to accrue environmental investigatory and noncapital remediation costs for identified sites when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. The potential exposure for such costs is estimated to range from $9 million to a reasonably possible upper exposure of $19 million. The balance sheet at September 30, 2001, includes an accrual of $14 million. At September 30, 2000, the balance sheet accrual was $17 million. 6 In addition to the environmental exposures discussed in the preceding paragraph, there will be spending at a Company-owned manufacturing site where the Company is undertaking RCRA remediation action. The Company estimates capital costs to implement the anticipated remedial program should not exceed $33 million. Spending was $28 million through fiscal year 2001 and is estimated at $.3 million for fiscal year 2002 and $2 million for fiscal year 2003. Operating and maintenance expenses associated with continuing the remedial program were minimal in fiscal year 2001 and are estimated to be approximately $1 million per year for an estimated period of up to 30 years. A former owner and operator at the site has agreed to reimburse the Company approximately 20% of the costs incurred in the remediation. Reimbursement of $.3 million and $1.4 million was received in fiscal years 2001 and 2000, respectively, and the reimbursement is estimated at $.2 million for fiscal year 2002. In fiscal year 1999, an insurance recovery related to this environmental site was received in the amount of $7.7 million. The cost estimates have not been reduced by the value of such reimbursements and insurance recovery. Actual costs to be incurred in future periods may vary from the estimates, given inherent uncertainties in evaluating environmental exposures. Subject to the imprecision in estimating future environmental costs, the Company does not expect that any sum it may have to pay in connection with environmental matters in excess of the amounts recorded or disclosed above would have a materially adverse effect on its financial condition or results of operations in any one year. Competition The Company's businesses face strong competition from others, some of which are larger and have greater resources than Air Products. Air Products' gas business competes in the United States with three major sellers and with several regional sellers. Competition in industrial gas markets is based primarily on price, reliability of supply, and furnishing or developing applications for use of such gases by customers, and in some cases the provisions of other services or products such as power and steam generation. A similar competitive situation exists in European industrial gas markets in which the Company competes against one or more larger entrenched competitors in most countries. The number of the Company's principal competitors in the chemicals business varies from product to product, and it is not practical to identify such competitors because of the broad range of the Company's chemical products and the markets served, although the Company believes it has a leading or strong market position in most of its chemical products. For amines the competition is principally from other large chemical companies that also have the ability to provide competitive pricing, reliability of supply, technical service assistance, and quality products and services. The possibility of back integration by large customers is the major competitive factor for the sale of polyurethane additives. In its other chemical products, the Company competes with a large number of chemical companies, some of which are larger, possess greater financial resources, and are more vertically integrated than the Company. Competition in these products is principally on the basis of price, quality, product performance, reliability of product supply, and technical service assistance. The Company's equipment business competes in all aspects with a great number of firms, some of which have greater financial resources than Air Products. Another important factor in certain export sales is financing provided by governmental entities in the United States and the United Kingdom as compared with financing offered by their counterparts in other countries. Competition is based primarily on technological performance, service, technical know-how, price, and performance guarantees. Air Products believes that its comprehensive project development capability, operating experience, engineering and financing capabilities, and construction management experience will enable it to compete effectively. 7 Insurance The Company's policy is to obtain public liability and property insurance coverage that is currently available at what management determines to be a fair and reasonable price. The Company, for itself and its power generation and flue gas treatment joint venture affiliates for which it assumes operating responsibility, maintains public liability and property insurance coverage at amounts which management believes are sufficient, after retention, to meet the Company's anticipated needs in light of historical experience to cover future litigation and claims. There is no assurance, however, that the Company will not incur losses beyond the limits of, or outside the coverage of, its insurance. Employees On September 30, 2001, the Company (including majority-owned subsidiaries) had approximately 17,800 full-time employees, of whom approximately 7,700 were located outside the United States. The Company has collective bargaining agreements with unions at numerous locations which expire on various dates over the next three to four years. The Company considers relations with its employees to be satisfactory. The Company does not believe that any expiring collective bargaining agreements will result in a material adverse impact on the Company. Executive Officers of the Company 8 The Company's executive officers and their respective positions and ages on December 15, 2001, follow. Except where indicated, each of the executive officers listed below has been employed by the Company in the position indicated during the past five fiscal years. Information with respect to offices held is stated in fiscal years.

Name Age Office ---- --- ------ Leonard V. Broese van Groenou 54 Vice President - Human Resources (became Vice President- (D) Human Resources in 2001; Vice President-Human Resources and Procurement of Air Products Europe prior thereto) W. Douglas Brown 55 Vice President, General Counsel, and Secretary (D) (became Vice President, General Counsel, and Secretary in 1999; Vice President-Administration, Gases and Equipment in 1997; Senior Vice President-Law and Secretary of American Ref-Fuel Company prior thereto) Andrew E. Cummins 57 Group Vice President-Chemicals (D) (became Group Vice President-Chemicals in 1999; Vice President-North America Gases in 1999; Vice President-General Industries Group in 1996) Leo J. Daley 55 Vice President-Finance and Controller (D) (became Controller in 2000; Vice President-Finance in 1998; Vice President and Treasurer prior thereto) Robert E. Gadomski 54 Executive Vice President-Gases and Equipment (D) (became Executive Vice President-Gases and Equipment in 1999; Executive Vice President-Chemicals, Asia, and Latin America in 1998; Executive Vice President-Chemicals in 1996) John P. Jones III 51 Chairman, President, and Chief Executive Officer (A)(B)(C)(D) (became Chairman and Chief Executive Officer in 2000; President and Chief Operating Officer in 1998; Executive Vice President-Gases and Equipment in 1996) Ronaldo Sullam 60 President-Air Products Europe, Inc. (D) (became President-Air Products Europe, Inc. in 1996)

---------- (A) Member, Board of Directors (B) Member, Executive Committee of the Board of Directors (C) Member, Finance Committee of the Board of Directors (D) Member, Corporate Executive Committee 9 ITEM 2. Properties. The principal executive offices of Air Products are located at its headquarters in Trexlertown, near Allentown, Pennsylvania. Additional administrative offices are located in owned facilities in Hersham, near London, England; Brampton, near Toronto, Canada; and Hattingen, Germany. Administrative offices are also located in leased facilities in the Allentown area, Pennsylvania; Tokyo, Japan; Hong Kong, the People's Republic of China; Singapore; Brussels, Belgium; Paris, France; Barcelona, Spain; and Sao Paulo, Brazil. The management considers the Company's manufacturing facilities, described in more detail below, to be adequate to support the business efficiently. The following information with respect to properties is as of September 30, 2001. Gases The gases segment has approximately 190 plant facilities in 38 states, the majority of which recover nitrogen, oxygen, and argon. The Company has eight facilities which produce specialty gases and 31 facilities which recover hydrogen throughout the United States. Helium is recovered at two plants in Kansas and Texas, and acetylene is manufactured at six plants in six states in the United States. There are 110 sales offices and/or cylinder distribution centers located in 38 states. The property on which the above plants are located is owned by Air Products at approximately one-fourth of the locations, and leased by Air Products at the remaining locations. However, in virtually all cases, the plant itself is owned and operated by Air Products. Air Products owns approximately half of its sales offices and cylinder distribution centers, including related real estate, and leases the other half. Air Products' European plant facilities total 73 and include nine plants which recover hydrogen, seven plants which manufacture dissolved acetylene, and four which recover carbon monoxide. The majority of European plants recover nitrogen, oxygen, and argon. In addition, there are four specialty gas centers. There is a combined total of 163 sales offices and/or cylinder distribution centers in Europe, and several additional facilities located in Brazil, Canada, Japan, the People's Republic of China, Puerto Rico, Singapore, Indonesia, Taiwan, Korea, Malaysia, and the Middle East. Representative offices are located in Hong Kong, Taiwan, and in Beijing and Shanghai in the People's Republic of China. Chemicals The chemicals segment manufactures amines, nitric acid, methanol, anhydrous ammonia, and ammonia products at its Pace, Florida facility; alkylamines at its St. Gabriel, Louisiana facility and its Camacari, Bahia, Brazil facility; polyvinyl acetate emulsions at its South Brunswick, New Jersey facility; styrene emulsions, styrene acrylics, polyvinyl acetate acrylics, and polyvinyl acetate emulsions at its San Juan del Rio facility in Mexico; polyvinyl acetate emulsions at its Cologne, Germany facility; nitric acid, dinitrotoluene, and toluene diamine at its Pasadena, Texas facility; polyvinyl acetate emulsions and acetylenic chemicals at its Calvert City, Kentucky facility; specialty amines at its Wichita, Kansas facility; methylamines, dimethyl formamide, choline chloride, and dimethyl amino ethanol at its Teesside, England facility; and epoxy additives at its facilities in Manchester, England, Los Angeles, California, and Cumberland, Rhode Island. The chemicals segment manufactures polyurethane additives and polyurethane specialty products (AIRTHANE(R)/VERSATHANE(R)) at its Paulsboro, New Jersey facility which is leased in part and owned in part. The chemicals segment also manufactures polyvinyl acetate emulsions at five smaller locations. The chemicals segment has 15 plant facilities, two sales offices, and one laboratory in the United States and operates three plants, nine sales/representative offices, and three laboratories in Europe, two laboratories in Brazil, Korea, China, and Japan, one plant in Mexico, two plants in Korea, one plant in Brazil, and sales offices in Australia, Brazil, Mexico, Japan, Korea, and Singapore, and representative offices in Beijing, Shanghai, and Hong Kong in the People's Republic of China. Substantially all of the chemicals segment's plants and real estate are owned. Approximately 75% of the offices are leased by the Company and 25% are owned. 10 Equipment The principal facilities utilized by the equipment segment include five plants and two sales offices in the United States, two plants and one office in Europe, one office in Japan, and one sales office in the People's Republic of China. Air Products owns approximately 50% of the facilities and real estate in this segment and leases the remaining 50%. ITEM 3. Legal Proceedings. In the normal course of business Air Products and its subsidiaries are involved in legal proceedings including proceedings involving governmental authorities under the Comprehensive Environmental Response, Compensation, and Liability Act (the federal Superfund law), the Resource Conservation and Recovery Act (RCRA), and similar state environmental laws relating to the designation of certain sites for investigation or remediation. Presently there are approximately 45 sites on which a final settlement has not been reached where the Company, along with others, has been designated a Potentially Responsible Party by the Environmental Protection Agency or is otherwise engaged in investigation or remediation. The Company does not expect that any sums it may have to pay in connection with these matters would have a materially adverse effect on its consolidated financial position, nor is there any material additional exposure expected in any one year in excess of the amounts the Company currently has accrued. Additional information on the Company's environmental exposure is included under "Environmental Controls". ITEM 4. Submission of Matters to a Vote of Security Holders. Not applicable. PART II ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters. The Company's Common Stock, ticker symbol "APD", is listed on the New York and Pacific Stock Exchanges. Quarterly stock prices, as reported on the New York Stock Exchange composite tape of transactions, and dividend information for the last two fiscal years appear below. Quarterly Stock Information --------------------------------------------------------- 2001 High Low Close Dividend --------------------------------------------------------- First $42.25 $30.50 $41.00 $.19 --------------------------------------------------------- Second 43.45 35.00 38.40 .19 --------------------------------------------------------- Third 48.70 37.98 45.75 .20 --------------------------------------------------------- Fourth 49.00 32.25 38.58 .20 --------------------------------------------------------- $.78 2000 High Low Close Dividend --------------------------------------------------------- First $33.88 $25.69 $33.56 $.18 --------------------------------------------------------- Second 37.00 23.00 28.44 .18 --------------------------------------------------------- Third 39.06 27.56 30.81 .19 --------------------------------------------------------- Fourth 39.13 29.25 36.00 .19 --------------------------------------------------------- $.74 11 The Company has authority to issue 25,000,000 shares of preferred stock in series. The Board of Directors is authorized to designate the series and to fix the relative voting, dividend, conversion, liquidation, redemption and other rights, preferences, and limitations as between series. When preferred stock is issued, holders of Common Stock are subject to the dividend and liquidation preferences and other prior rights of the preferred stock. There currently is no preferred stock outstanding. The Company's Transfer Agent and Registrar is American Stock Transfer and Trust Company, 59 Maiden Lane, New York, New York, 10038, telephone (800) 937-5449, Internet website www.amstock.com, and e-mail address info@amstock.com. As of November 30, 2001 there were 11,621 record holders of the Company's Common Stock. ITEM 6. Selected Financial Data. The tabular information appearing under "Eleven-Year Summary of Selected Financial Data" on pages 48 and 49 of the 2001 Financial Review Section of the Annual Report to Shareholders is incorporated herein by reference. ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The textual information appearing under "Management's Discussion and Analysis" on pages 17 through 23 of the 2001 Financial Review Section of the Annual Report to Shareholders is incorporated herein by reference. ITEM 7a. Quantitative and Qualitative Disclosures about Market Risk. The textual information appearing under "Market Risks and Sensitivity Analysis" on pages 22 and 23 of the 2001 Financial Review Section of the Annual Report to Shareholders is incorporated herein by reference. ITEM 8. Financial Statements. The consolidated financial statements and the related notes thereto, together with the report thereon of Arthur Andersen LLP dated 26 October 2001, appearing on pages 24 through 49 of the 2001 Financial Review Section of the Annual Report to Shareholders, are incorporated herein by reference. ITEM 9. Disagreements on Accounting and Financial Disclosure. Not applicable. PART III ITEM 10. Directors and Executive Officers of the Company. The biographical information relating to the Company's directors contained on pages 7 through 10 of the Proxy Statement relating to the Company's 2002 Annual Meeting of Shareholders is incorporated herein by reference. Biographical information relating to the Company's executive officers is set forth in Item 1 of Part I of this Report. ITEM 11. Executive Compensation. The information under "Director Compensation", "Report of the Management Development and Compensation Committee", "Executive Compensation Tables", "Severance and Other Change In Control Arrangements", and "Stock Performance Graph", appearing on pages 12 through 20 of the Proxy Statement relating to the Company's 2002 Annual Meeting of Shareholders is incorporated herein by reference. ITEM 12. Security Ownership of Certain Beneficial Owners and Management. The information required for this Item is set forth in the sections headed "Persons Owning More than 5% of Air Products Stock" and "Air Products Stock Beneficially Owned by Officers and Directors" contained on pages 21 through 22 of the Proxy Statement relating to the Company's 2002 Annual Meeting of Shareholders and such information is incorporated herein by reference. 12 ITEM 13. Certain Relationships and Related Transactions. Not applicable. PART IV ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) The following documents are filed as a part of this Report: 1. The 2001 Financial Review Section of the Company's 2001 Annual Report to Shareholders. Information contained therein is not deemed filed except as it is incorporated by reference into this Report. The following financial information is incorporated herein by reference:

(Page references to 2001 Financial Review Section of the Annual Report) Management's Discussion and Analysis......................................................... 17 Report of Independent Public Accountants..................................................... 24 Consolidated Income for the three years ended 30 September 2001.............................. 25 Consolidated Balance Sheets at 30 September 2001 and 2000.................................... 26 Consolidated Cash Flows for the three years ended 30 September 2001.......................... 27 Consolidated Shareholders' Equity for the three years ended 30 September 2001................ 28 Notes to Consolidated Financial Statements................................................... 29 Business Segment and Geographic Information.................................................. 45 Eleven-Year Summary of Selected Financial Data............................................... 48

2. The following additional information should be read in conjunction with the financial statements in the Company's 2001 Financial Review Section of the Annual Report to Shareholders: (Page references to this report)

Report of Independent Public Accountants on Schedule........................................... 19 Consent of Independent Public Accountants...................................................... 19 Consolidated Schedule for the years ended 30 September 2001, 2000, and 1999 as follows: Schedule Number ------ VIII Valuation and Qualifying Accounts................................................... 20

All other schedules are omitted because the required matter or conditions are not present or because the information required by the Schedules is submitted as part of the consolidated financial statements and notes thereto. 3. Exhibits. Exhibit No. Description (3) Articles of Incorporation and By-Laws. 3.1 By-Laws of the Company. (Filed as Exhibit 3.1 to the Company's Form 8-K Report dated September 18, 1997.)* 3.2 Restated Certificate of Incorporation of the Company. (Filed as Exhibit 3.2 to the Company's Form 10-K Report or the fiscal year ended September 30, 1987.)* 3.3 Amendment to the Restated Certificate of Incorporation of the Company dated January 25, 1996. (Filed as Exhibit 3.3 to the Company's Form 10-K Report for the fiscal year ended September 30, 1996.)* (4) Instruments defining the rights of security holders, including indentures. Upon request of the Securities and Exchange Commission, the Company hereby undertakes to furnish copies of the instruments with respect to its long-term debt. 13 4.1 Rights Agreement, dated as of March 19, 1998, between the Company and First Chicago Trust Company of New York. (Filed as Exhibit 1 to the Company's Form 8-A Registration Statement dated March 19, 1998, as amended by Form 8-A/A dated July 16, 1998.)* 4.2 Amended and Restated Credit Agreement dated as of September 16, 1999 among the Company, Additional Borrowers parties thereto, Lenders parties thereto, and The Chase Manhattan Bank (as amended). (Filed as Exhibit 4.2 to the Company's Form 10-K Report for the fiscal year ended September 30, 1999.)* (10) Material Contracts. 10.1 1990 Deferred Stock Plan of the Company, as amended and restated effective October 1, 1989. (Filed as Exhibit 10.1 to the Company's Form 10-K Report for the fiscal year ended September 30, 1989.)* 10.2 1997 Long-Term Incentive Plan of the Company effective October 1, 1996. (Filed as Exhibit 10.2(c) to the Company's Form 10-K Report for the fiscal year ended September 30, 1996.)* 10.2(a) Excerpt from resolutions approving amendments to the 1997 Long-Term Incentive Plan of the Company, effective 20 September 2000. (Filed as Exhibit 10.2(a) to the Company's Form 10-K Report for the fiscal year ended September 30, 2000.)* 10.3 Amended and Restated 1997 Annual Incentive Plan of the Company effective 1 January 2000. (Filed as Exhibit 10.2 to the Company's Form 10-Q Report for the period ending 31 March 2000.)* 10.3(a) Excerpt from resolutions amending the 1997 Annual Incentive Plan of the Company, effective 20 September 2000. (Filed as Exhibit 10.3(a) to the Company's Form 10-K Report for the fiscal year ended September 30, 2000.)* 10.4 Supplementary Pension Plan of the Company, as amended effective October 1, 1988. (Filed as Exhibit 10.4 to the Company's Form 10-K Report for the fiscal year ended September 30, 1989.)* 10.4(a) Amendment to the Pension Plan for Salaried Employees and the Pension Plan for Hourly Rated Employees of the Company, adopted September 20, 1995. (Filed as Exhibit 10.4(d) to the Company's Form 10-K Report for the fiscal year ended September 30, 1995.)* 10.4(b) Amendment to Supplementary Pension Plan of the Company, adopted September 20, 1995. (Filed as Exhibit 10.4(e) to the Company's Form 10-K Report for the fiscal year ended September 30, 1995.)* 10.4(c) Amendment to Supplementary Pension Plan of the Company, adopted November 2, 1995. (Filed as Exhibit 10.4(c) to the Company's Form 10-K Report for the fiscal year ended September 30, 1996.)* 10.4(d) Resolutions delegating certain authority to amend the Supplementary Pension Plan of the Company, effective January 26, 2000. (Filed as Exhibit 10.4(d) to the Company's Form 10-K Report for the fiscal year ended September 30, 2000.)* 10.4(e) Resolutions approving amendments to the Supplementary Pension Plan of the Company, effective September 20, 2000. (Filed as Exhibit 10.4(e) to the Company's Form 10-K Report for the fiscal year ended September 30, 2000.)* 10.5 Supplementary Savings Plan of the Company as amended October 1, 1989. (Filed asExhibit 10.5 to the Company's Form 10-K Report for the fiscal year ended September 30, 1989.)* 10.5(a) Amendment to Supplementary Savings Plan of the Company effective April 1, 1998. (Filed as Exhibit 10.3(a) to the Company's Form 10-K Report for the fisca year ended September 30, 1998.)* 14 10.5(b) Resolutions approving amendments to the Supplementary Savings Plan of the Company effective 1 January 2000. (Filed as Exhibit 10.2 to the Company's Form 10-Q Report for the period ending 31 March 2000.)* 10.6 Amended and Restated Deferred Compensation Plan for Directors of the Company, effective May 19, 1998. (Filed as Exhibit 10.6(a) to the Company's Form 10-K Report for the fiscal year ended September 30, 1998.)* 10.6(a) Resolutions approving amendments to the Compensation Program For Directors of the Company effective 1 April 2000. (Filed as Exhibit 10.6(a) to the Company's Form 10-K Report for the fiscal year ended September 30, 2000.)* 10.6(b) Resolutions approving an Amendment to the Deferred Compensation Plan for Directors of the Company effective 20 September 2001. 10.7 Stock Option Plan for Directors of the Company, effective January 27, 1994, as amended October 21, 1999. (Filed as Exhibit 10.7 to the Company's Form 10-K Report for the fiscal year ended September 30, 1999.)* 10.8 Letter dated July 1, 1997 concerning pension for an executive officer. (Filed as Exhibit 10.7(b) to the Company's Form 10-K Report for the fiscal year ended September 30, 1998.)* 10.9 Letter dated July 7, 1997 concerning pension for an executive officer. (Filed as Exhibit 10.7(c) to the Company's Form 10-K Report for the fiscal year ended September 30, 1998.)* 10.10 Letter dated July 1, 1997 concerning pension for an executive officer. (Filed as Exhibit 10.10 to the Company's Form 10-K Report for the fiscal year ended September 30, 1999.)* 10.11 Air Products and Chemicals, Inc. Severance Plan effective March 15, 1990. (Filed as Exhibit 10.8(a) to the Company's Form 10-K Report for the fiscal year ended September 30, 1992.)* 10.12 Air Products and Chemicals, Inc. Change of Control Severance Plan effective March 15, 1990. (Filed as Exhibit 10.8(b) to the Company's Form 10-K Report for the fiscal year ended September 30, 1992.)* 10.13 Amended and Restated Trust Agreement by and between the Company and PNC Bank, N.A. relating to the Defined Benefit Pension Plans dated as of August 1, 1999. (Filed as Exhibit 10.13 to the Company's Form 10-K Report for the fiscal year ended September 30, 1999.)* 10.13(a) Amendment No.1 to the Amended and Restated Trust Agreement by and between the Company and PNC Bank, N.A. relating to the Defined Benefit Pension Plan, adopted January 1, 2000. (Filed as Exhibit 10.13(a) to the Company's Form 10-K Report for the fiscal year ended September 30, 2000.)* 10.14 Amended and Restated Trust Agreement by and between the Company and PNC Bank, N.A. relating to the Supplementary Savings Plan dated as of August 1, 1999. (Filed as Exhibit 10.14 to the Company's Form 10-K Report for the fiscal year ended September 30, 1999.)* 10.14(a) Amendment No.1 to the Amended and Restated Trust Agreement by and between the Company and PNC Bank, N.A. relating to the Supplementary Savings Plan, adopted January 1, 2000. (Filed as Exhibit 10.14(a) to the Company's Form 10-K Report for the fiscal year ended September 30, 2000.)* 10.15 Form of Split Employment Contracts for an executive officer with the Company dated November 6, 1999 and with an affiliate of the Company dated June 4, 1996, and amended by letter dated November 6, 1999. (Filed as Exhibit 10.15 to the Company's Form 10-K Report for the fiscal year ended September 30, 1999.)* 15 10.16 Form of Severance Agreements which the Company has with each of its U.S. Executive Officers and European Executive Officer. (Filed as Exhibit 10.16 to the Company's Form 10-K Report for the fiscal year ended September 30, 1999.)* 10.17 Resolutions authorizing modifications to the Supplementary Pension Plan and Supplementary Savings Plan of the Company, effective 15 September 1999. (Filed as Exhibit 10.17 to the Company's Form 10-K Report for the fiscal year ended September 30, 2000.)* (11) Earnings per share. (12) Computation of Ratios of Earnings to Fixed Charges. (13) 2001 Financial Review Section of the Annual Report to Shareholders for the fiscal year ended September 30, 2001, which is furnished to the Commission for information only, and not filed except as expressly incorporated by reference in this Report. (21) Subsidiaries of the registrant. (24) Power of Attorney. (b) Reports on Form 8-K filed during the quarter ended September 30, 2001: Current Reports on Form 8-K dated July 20, 2001, August 16, 2001, and August 30, 2001, were filed in which Items 5 and 9 of such Form were reported. ------------------------------- *Previously filed as indicated and incorporated herein by reference. Exhibits incorporated by reference are located in SEC File No. 1-4534. 16 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Dated: December 14, 2001 AIR PRODUCTS AND CHEMICALS, INC. (Registrant) By: /s/ Leo. J. Daley -------------------------------- Leo J. Daley, Vice President- Finance and Controller Principal Financial and Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date --------- ----- ---- /s/ John P. Jones Director, Chairman, President, and December 14, 2001 -------------------------------------- Chief Executive Officer (John P. Jones III) (Principal Executive Officer) * Director December 14, 2001 -------------------------------------- (Mario L. Baeza) * Director December 14, 2001 -------------------------------------- (L. Paul Bremer III) * Director December 14, 2001 -------------------------------------- (Robert Cizik) * Director December 14, 2001 -------------------------------------- (Michael J. Donahue) * Director December 14, 2001 -------------------------------------- (Ursula F. Fairbairn) * Director December 14, 2001 -------------------------------------- (Edward E. Hagenlocker) * Director December 14, 2001 -------------------------------------- (James F. Hardymon)

17

Signature Title Date --------- ----- ---- * Director December 14, 2001 -------------------------------------- (Terry R. Lautenbach) * Director December 14, 2001 -------------------------------------- (Charles H. Noski) * Director December 14, 2001 -------------------------------------- (Paula G. Rosput) * Director December 14, 2001 -------------------------------------- (Lawrason D. Thomas)

*W. Douglas Brown, Vice President, General Counsel, and Secretary, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to a power of attorney duly executed by such individuals which is filed with the Securities and Exchange Commission herewith. /s/ W. Douglas Brown -------------------------------------------- W. Douglas Brown Attorney-in-Fact 18 Report of Independent Public Accountants on Schedule To: Air Products and Chemicals, Inc. We have audited, in accordance with auditing standards generally accepted in the United States, the consolidated financial statements included in Air Products and Chemicals, Inc.'s Annual Report to Shareholders, incorporated by reference in this Form 10-K, and have issued our report thereon dated 26 October 2001. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedule referred to in Item 14(a)(2) in this Form 10-K is the responsibility of the Company's management and is presented for the purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole. ARTHUR ANDERSEN LLP Philadelphia, Pennsylvania 26 October 2001 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To: Air Products and Chemicals, Inc. As independent public accountants, we hereby consent to the incorporation of our reports included or incorporated by reference in this Form 10-K, into the Company's previously filed Registration Statements on Form S-8 and Form S-3 (File Nos. 333-33851, 333-02461, 33-2068, 33-65117, 333-21145, 333-45239, 333-18955, 333-21147, 333-60147, 333-71405, 333-73105, 333-95317, 333-31578, 333-90773, 333-54224, and 333-56292). ARTHUR ANDERSEN LLP Philadelphia, Pennsylvania 13 December 2001 19 SCHEDULE VIII CONSOLIDATED AIR PRODUCTS AND CHEMICALS, INC. AND SUBSIDIARIES SCHEDULE VIII-VALUATION AND QUALIFYING ACCOUNTS For the Years Ended 30 September 2001, 2000, and 1999

Classification Other Changes Additions Increase(Decrease) ------------------------- ------------------------- Balance at Charged Charged Cumulative Balance Beginning to to other Translation at End of of period Expense Accounts[1] Adjustment Other[2] Period -------------------------------------------------------------------------------------------------------------------- (in millions of dollars) Year Ended 30 September 2001 Allowance for doubtful accounts $ 13 $ 10 $ 0 $ 0 $(13) $ 10 Year Ended 30 September 2000 Allowance for doubtful accounts $ 12 $ 8 $ 2 $[1] $ (8) $ 13 Year Ended 30 September 1999 Allowance for doubtful accounts $ 17 $ 6 $ 1 $[1] $(11) $ 12

Notes: [1] Includes primarily collections on accounts previously written off. [2] Primarily includes write-offs of uncollectible accounts. 20