Obligation Air Products and Chemicals 3% ( US009158AR75 ) en USD

Air Products and Chemicals

101.54 % ⇌

Etats-unis

US009158AR75 ( en USD )

3% par an ( paiement semestriel )

02/11/2021 - Obligation échue

Prospectus brochure de l'obligation Air Products and Chemicals US009158AR75 en USD 3%, échue

2 000 USD

400 000 000 USD

009158AR7

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

L'Obligation émise par Air Products and Chemicals ( Etats-unis ) , en USD, avec le code ISIN US009158AR75, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/11/2021

L'Obligation émise par Air Products and Chemicals ( Etats-unis ) , en USD, avec le code ISIN US009158AR75, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Air Products and Chemicals ( Etats-unis ) , en USD, avec le code ISIN US009158AR75, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-155725

CALCULATION OF REGISTRATION FEE

Maximum

Maximum

Amount of
Title of Each Class of

Amount to be

Offering

Aggregate

Registration
Securities to be Registered

Registered

Price per Unit

Offering Price

Fee(1)
3.000% Notes due 2021
$400,000,000
99.940%
$399,760,000 $45,813.00

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act").

PROSPECTUS SUPPLEMENT
(To prospectus dated November 26, 2008)

$400,000,000

3.000% Notes due 2021

The notes referenced above (the "Notes") will mature on November 3, 2021. We will pay interest on the Notes
on May 3 and November 3 of each year, beginning on May 3, 2012. We may redeem the Notes prior to maturity, in
whole or in part, as described in this prospectus supplement.

Investing in these Notes involves risks. See "Risk Factors" on page S-3 of this prospectus supplement to read
about important factors you should consider before buying the notes.

Proceeds, Before

Public Offering

Underwriting

Expenses, to the

Price(1)

Discount

Company

Per
Note
99.940%
0.450% 99.490%
Total
$399,760,000 $1,800,000 $397,960,000

(1) Plus accrued interest, if any, from November 3, 2011.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Notes will be ready for delivery in book-entry form only through the facilities of The Depository
Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear
System, and Clearstream Banking, société anonyme, on or about November 3, 2011.

Joint Bookrunners

Co-Managers
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Banca IMI
Mizuho Securities
Santander
UBS Investment Bank
Wells Fargo Securities

The date of this prospectus supplement is October 31, 2011.
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TABLE OF CONTENTS

Page

Prospectus Supplement
ABOUT AIR PRODUCTS AND CHEMICALS, INC.
S-3
RISK FACTORS
S-3
RECENT DEVELOPMENTS
S-3
DOCUMENTS INCORPORATED BY REFERENCE
S-3
USE OF PROCEEDS
S-4
DESCRIPTION OF NOTES
S-4
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-10
UNDERWRITING
S-14
LEGAL OPINIONS
S-15

Prospectus
WHERE YOU CAN FIND MORE INFORMATION
1
THE COMPANY
1
RATIOS OF EARNINGS TO FIXED CHARGES
2
USE OF PROCEEDS
2
DESCRIPTION OF SECURITIES
2
PLAN OF DISTRIBUTION
13
LEGAL OPINIONS
14
EXPERTS
14

You should rely only on the information contained in this prospectus supplement and the accompanying
prospectus. We have not authorized anyone to provide you with information different from that contained in this
prospectus supplement and the accompanying prospectus. We are offering to sell Notes and making offers to buy
Notes only in jurisdictions in which offers and sales are permitted. The information contained in this prospectus
supplement and the accompanying prospectus is accurate only as of the date of this prospectus supplement,
regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale of the
Notes. In this prospectus supplement and the accompanying prospectus, the "Company," "we," "us" and "our" refer
to Air Products and Chemicals, Inc.

If we use a capitalized term in this prospectus supplement and do not define the term, it is defined in the
accompanying prospectus.

References herein to "$" and "dollars" are to the currency of the United States.
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ABOUT AIR PRODUCTS AND CHEMICALS, INC.

Air Products and Chemicals, Inc. (the "Company"), a Delaware corporation originally founded in 1940, serves
technology, energy, industrial and healthcare customers globally with a unique portfolio of products, services and
solutions that include atmospheric gases, process and specialty gases, performance materials, equipment and
services. The Company is the world's largest supplier of hydrogen and helium and has built leading positions in
growth markets such as semiconductor materials, refinery hydrogen, natural gas liquefaction and advanced coatings
and adhesives.

RISK FACTORS

You should carefully consider the risk factors in the documents incorporated by reference in this prospectus,
and all of the other information herein and therein before making an investment decision. See "Risk Factors"
beginning on page 9 of our Annual Report on Form 10-K for the year ended September 30, 2010.

RECENT DEVELOPMENTS

On October 21, 2011, the Company issued a press release announcing its earnings for the fourth quarter of the
fiscal year ended September 30, 2011. The press release was furnished as Exhibit 99.1 to our Current Report on
Form 8-K filed with the SEC on October 21, 2011. Certain financial information as of and for each of the three
months ended September 30, 2011 and September 30, 2010 and as of and for each of the fiscal years ended
September 30, 2011 and September 30, 2010 contained in the press release is incorporated by reference into this
prospectus (see "Documents Incorporated by Reference" in this prospectus supplement). Such financial information
should be read along with our financial statements and accompanying notes to those financial statements, together
with the information set forth under "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010 and in our Quarterly
Report on Form 10-Q for the period ended June 30, 2011, each of which is also incorporated by reference into this
prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with the SEC under the Securities
Exchange Act of 1934, as amended (which we refer to as the "Exchange Act"), which means that we can disclose
important information to you by referring you to those documents. Information incorporated by reference is
considered to be a part of this prospectus supplement, and information that we file later with the SEC will
automatically update, modify and, where applicable, supersede this information. We incorporate by reference into
this prospectus supplement the specific documents listed below and all documents filed by us with the SEC pursuant
to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus supplement and the
termination of the offering of securities under this prospectus supplement, which future filings shall be deemed to be
incorporated by reference into this prospectus supplement and to be part of this prospectus supplement from the date
we subsequently file such documents. Unless we specifically state otherwise, we do not incorporate by reference
any documents or information deemed to be furnished and not filed in accordance with SEC rules. The SEC file
number for these documents is 1-4534.

· Our Annual Report on Form 10-K for the fiscal year ended September 30, 2010, filed with the SEC on
November 23, 2010;

· Our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2010, March 31, 2011 and
June 30, 2011, filed with the SEC on January 26, 2011, April 26, 2011 and July 27, 2011, respectively;

· Our Current Reports on Form 8-K filed with the SEC on January 28, 2011 (as amended by our Form 8-K/A
filed March 21, 2011), February 3, 2011, February 18, 2011, May 25, 2011, July 26, 2011 and October 27,
2011.
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· The following unaudited financial information, which was furnished on Exhibit 99.1 to the Current Report on
Form 8-K we filed with the SEC on October 21, 2011, is specifically incorporated by reference into this
prospectus supplement (see "Recent Developments" of this prospectus supplement).

· Air Products and Chemicals, Inc. and Subsidiaries Consolidated Income Statements for the three months
ended September 30, 2011 and September 30, 2010 and the fiscal years ended September 30, 2011 and
September 30, 2010;

· Air Products and Chemicals, Inc. and Subsidiaries Condensed Consolidated Balance Sheets as of
September 30, 2011 and September 30, 2010;

· Air Products and Chemicals, Inc. and Subsidiaries Consolidated Statements of Cash Flows for the fiscal
years ended September 30, 2011 and September 30, 2010; and

· Air Products and Chemicals, Inc. and Subsidiaries Summary by Business Segment for the three months
ended September 30, 2011 and September 30, 2010 and the fiscal years ended September 30, 2011 and
September 30, 2010.

Any statement contained in this prospectus supplement or the accompanying prospectus or in any document
incorporated by reference into this prospectus supplement or the accompanying prospectus shall be deemed to be
modified or, where applicable, superseded for the purposes of this prospectus to the extent that a statement
contained in this prospectus supplement or the accompanying prospectus or any subsequently filed document that
also is incorporated by reference into this prospectus supplement or the accompanying prospectus modifies or
supersedes such prior statement. Any statement so modified or superseded will not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.

We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, upon
written or oral request and without charge, a copy of the documents referred to above that we have incorporated by
reference into this prospectus supplement and a copy of the registration statement of which this prospectus is a part.
You can request copies of such documents if you call or write us at the following address or telephone number:

Corporate Secretary's Office
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, Pennsylvania 18195-1501
Telephone: (610) 481-4911

Exhibits to the documents will not be sent, however, unless those exhibits have specifically been incorporated
by reference into such document. You may also obtain copies of our SEC filings as described under the heading
"Where You Can Find More Information" in the accompanying prospectus.

USE OF PROCEEDS

We will use the net proceeds from the sale of the Notes, which are expected to be approximately $397.4 million
after payment of underwriting discounts and estimated expenses related to the offering, for general corporate
purposes. These purposes may include repayment and refinancing of debt, acquisitions, working capital, capital
expenditures and repurchases and redemptions of securities. Pending any specific application, we may initially
invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

DESCRIPTION OF NOTES

The following description of the particular terms of the 3.000% Notes due 2021 (the "Notes") offered
hereby (referred to in the prospectus as the Debt Securities) supplements the description of the general terms
and provisions of the Debt Securities included in the accompanying prospectus. The following summary of the
Notes is qualified in its entirety by reference in the accompanying prospectus to the description of the indenture
dated as of January 10, 1995 (the "Indenture"), between the Company and The Bank of New York Mellon Trust
Company, N.A.
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as successor to U.S. Bank National Association (formerly, Wachovia Bank, National Association and initially
First Fidelity Bank, National Association), as trustee (the "Trustee").

General

The Notes will mature at par on November 3, 2021. The Notes will constitute part of the senior debt of the
Company and will rank pari passu with all other unsecured and unsubordinated indebtedness of the Company. The
Notes will be issued in fully registered form only, in denominations of $2,000 and additional multiples of $1,000.
Principal of and interest on the Notes will be payable, and the transfer of Notes will be registerable, through the
Depositary, as described below.

Each Note will bear interest from November 3, 2011 at the annual rate of 3.000%. Interest on the Notes will be
payable semi-annually on May 3 and November 3, commencing on May 3, 2012, to the person in whose name such
Note is registered at the close of business on the 15th calendar day prior to the payment date.

Interest payable at the maturity of the Notes will be payable to registered holders of the Notes to whom
principal is payable. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

If any interest payment date falls on a day that is not a Business Day, the interest payment will be postponed to
the next day that is a Business Day, and no interest on such payment will accrue for the period from and after such
interest payment date. If the maturity date of the Notes falls on a day that is not a Business Day, the payment of
interest and principal shall be made on the next succeeding Business Day, and no interest on such payment will
accrue for the period from and after the maturity date.

Interest payments for the Notes will include accrued interest from and including the date of issue or from and
including the last date in respect of which interest has been paid, as the case may be, to but excluding the interest
payment date or the date of maturity, as the case may be.

The Notes will constitute a separate series of Debt Securities under the Indenture.

The Company may, without the consent of the holders of a series of Notes, issue additional notes having the
same ranking and the same interest rate, maturity and other terms (except for the issue date and public offering price)
as the Notes. Any additional notes having such similar terms, together with the Notes, will constitute a single series
of Debt Securities under the Indenture. No additional notes having such similar terms may be issued if an Event of
Default has occurred with respect to the Notes or if such additional notes will not be fungible with the previously
issued Notes for federal income tax purposes.

As used in this prospectus supplement, "Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to
close in The City of New York.

Optional Redemption

The Notes will be redeemable as a whole at any time or in part from time to time, at the option of the Company,
at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the
applicable maturity date (exclusive of any accrued interest) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in
each case, any interest accrued but not paid to the date of redemption.

"Treasury Rate" means, with respect to any redemption date for the Notes (i) the yield, under the heading
which represents the average for the immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication that is published weekly by the Board of
Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity
date for the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury
Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight
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line basis, rounding to the nearest month) or (ii) if that release (or any successor release) is not published during the
week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that
redemption date. The Treasury Rate shall be calculated on the third business day preceding the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the Notes. "Independent Investment
Banker" means one of the Reference Treasury Dealers appointed by the Company.

"Comparable Treasury Price" means with respect to any redemption date for the Notes (i) the average of four
Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.

"Reference Treasury Dealer" means each of BNP Paribas Securities Corp. (and its successors), RBS
Securities Inc. (and its successors) and two other primary U.S. Government securities dealers in New York City
(each, a "Primary Treasury Dealer") appointed by the Company; provided, however, that if any of the foregoing
shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by that
Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding that redemption
date.

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will
cease to accrue on the Notes or portions thereof called for redemption.

Defeasance of the Indenture and Notes

The provisions of the Indenture described in the accompanying prospectus under "Description of Securities --
Debt Securities -- Defeasance of the Indenture and Securities" will apply to the Notes. In addition, as a condition to
defeasance, we must deliver to the trustee an opinion of counsel to the effect that the holders of the Notes will not
recognize income, gain, or loss for federal income tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.

Book-Entry, Delivery and Form

The Notes will be issued in the form of one or more fully registered global notes (the "Global Notes")
registered in the name of The Depository Trust Company, New York, New York (the "Depositary" or "DTC") or
Cede & Co., the Depositary's nominee. Beneficial interests in the Global Notes will be represented through
book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants
in the Depositary.

Investors may elect to hold interests in the Global Notes through the Depositary, Clearstream Banking, société
anonyme ("Clearstream") or Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") if they
are participants of such systems, or indirectly through organizations which are participants in such systems.
Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts
in Clearstream's and Euroclear's names on the books of their respective depositaries, which in turn will hold such
interests in customers' securities accounts in the depositaries' names on the books of the Depositary. Citibank, N.A.
will act as depositary for Clearstream and JPMorgan Chase Bank, N.A., successor to The Chase Manhattan Bank,
will act as depositary for Euroclear (in such capacities, the "U.S. Depositaries"). Beneficial interest in the Global
Notes will be held in denominations of $2,000 and additional multiples of $1,000. Except as described below, the
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Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a
successor of the Depositary or its nominee.

The Depositary has advised the Company as follows: the Depositary is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Depositary holds securities deposited with
it by its participants and records the settlement of transactions among its participants in such securities through
electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical
movement of securities certificates. The Depositary's participants include securities brokers and dealers (including
the Underwriters), banks, trust companies, clearing corporations and certain other organizations, some of whom
(and/or their representatives) own the Depositary. Access to the Depositary book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship
with a participant, either directly or indirectly.

Clearstream advises that it is incorporated under the laws of Luxembourg as a bank. Clearstream holds
securities for its customers ("Clearstream Customers") and facilitates the clearance and settlement of securities
transactions between Clearstream Customers through electronic book-entry transfers between their accounts.
Clearstream provides to Clearstream Customers, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream
interfaces with domestic securities markets in over 30 countries through established depository and custodial
relationships. As a bank, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of
the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Customers are recognized
financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. Clearstream's U.S. customers are limited to
securities brokers and dealers and banks. Indirect access to Clearstream is also available to other institutions such
as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a
Clearstream Customer.

Distributions with respect to the Notes held through Clearstream will be credited to cash accounts of
Clearstream Customers in accordance with its rules and procedures, to the extent received by the U.S. Depositary
for Clearstream.

Euroclear advises that it was created in 1968 to hold securities for its participants ("Euroclear Participants")
and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack
of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities
lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by
Euroclear Bank S.A./N.A. (the "Euroclear Operator"), under contract with Euroclear Clearance Systems, S.C., a
Belgian cooperative corporation (the "Cooperative").

All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative
establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks
(including central banks), securities brokers and dealers and other professional financial intermediaries and may
include the Underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain
a custodial relationship with a Euroclear Participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and
Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and
applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of
securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments
with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of
specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and
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