Bond Air Products and Chemicals 2% ( US009158AQ92 ) in USD

Air Products and Chemicals

100 % ⇌

United States

US009158AQ92 ( in USD )

2% per year ( payment 2 times a year)

02/08/2016 - Bond has expired

Prospectus brochure of the bond Air Products and Chemicals US009158AQ92 in USD 2%, expired

1 000 USD

350 000 000 USD

009158AQ9

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

Air Products and Chemicals is a global industrial gas company that produces, sells, and distributes atmospheric gases, process gases, and related equipment and services.

The Bond issued by Air Products and Chemicals ( United States ) , in USD, with the ISIN code US009158AQ92, pays a coupon of 2% per year.
The coupons are paid 2 times per year and the Bond maturity is 02/08/2016

The Bond issued by Air Products and Chemicals ( United States ) , in USD, with the ISIN code US009158AQ92, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Air Products and Chemicals ( United States ) , in USD, with the ISIN code US009158AQ92, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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

CALCULATION OF REGISTRATION FEE

Maximum

Amount of
Title of Each Class of

Amount to be
Maximum Offering
Aggregate

Registration
Securities to be Registered

Registered

Price Per Unit

Offering Price

Fee (1)(2)
2.000% Notes due 2016
$350,000,000
99.471%
$348,148,500
$40,421

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

(2) Pursuant to Rule 457(p) under the Securities Act, the registration fee of $34,326 that has already been paid and
remains unused with respect to the registrant's Form S-3 (Registration No. 333-111792), filed on January 26,
2004, is applied to partially offset the registration fee for this offering. The balance will be paid on a
pay-as-you-go basis.

PROSPECTUS SUPPLEMENT
(To prospectus dated November 26, 2008)

$350,000,000

2.000% Notes due 2016

The notes referenced above (the "Notes") will mature on August 2, 2016. We will pay interest on the Notes on
February 2 and August 2 of each year, beginning on February 2, 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
99.471%
0.350% 99.121%
Total
$348,148,500 $1,225,000 $346,923,500

(1) Plus accrued interest, if any, from August 2, 2011.

Neither the Securities and Exchange Commission 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 August 2, 2011.
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Joint Bookrunners

Co-Managers

Scotia Capital
SMBC Nikko

The date of this prospectus supplement is July 28, 2011.
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TABLE OF CONTENTS

Page

Prospectus Supplement
ABOUT AIR PRODUCTS AND CHEMICALS, INC.
S-3
RISK FACTORS
S-3
USE OF PROCEEDS
S-3
DESCRIPTION OF NOTES
S-3
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-9
UNDERWRITING
S-13
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.

USE OF PROCEEDS

We will use the net proceeds from the sale of the Notes, which are expected to be approximately $346.5 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 2.000% Notes due 2016 (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. 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 August 2, 2016. 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 August 2, 2011 at the annual rate of 2.000%. Interest on the Notes will be
payable semi-annually on February 2 and August 2, commencing on February 2, 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.
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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 10 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
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 Barclays Capital Inc. (and its successors), Deutsche Bank
Securities Inc. (and its successors) and two other primary U.S. Government securities dealers in New York City
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(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 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
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.
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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
Conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding
through Euroclear Participants.

Distributions with respect to the Notes held beneficially through Euroclear will be credited to the cash accounts
of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the
U.S. Depositary for Euroclear.

Euroclear further advises that investors that acquire, hold and transfer interests in the Notes by book-entry
through accounts with the Euroclear Operator or any other securities intermediary are subject to the laws and
contractual provisions governing their relationship with their intermediary, as well as the laws and contractual
provisions governing the relationship between such an intermediary and each other intermediary, if any, standing
between themselves and the Global Notes.

The Euroclear Operator advises as follows: under Belgian law, investors that are credited with securities on
the records of the Euroclear Operator have a co-property right in the fungible pool of interests in securities on
deposit with the Euroclear Operator in an amount equal to the amount of interests in securities credited to their
accounts. In the event of the insolvency of the Euroclear Operator, Euroclear Participants would have a right under
Belgian law
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to the return of the amount and type of interests in securities credited to their accounts with the Euroclear Operator.
If the Euroclear Operator did not have a sufficient amount of interests in securities on deposit of a particular type to
cover the claims of all Participants credited with such interests in securities on the Euroclear Operator's records,
all Participants having an amount of interests in securities of such type credited to their accounts with the Euroclear
Operator would have the right under Belgian law to the return of their pro rata share of the amount of interests in
securities actually on deposit.

Under Belgian law, the Euroclear Operator is required to pass on the benefits of ownership in any interests in
securities on deposit with it (such as dividends, voting rights and other entitlements) to any person credited with
such interests in securities on its records.

Individual certificates in respect of the Notes will not be issued in exchange for the Global Notes, except in
very limited circumstances. If DTC notifies the Company that it is unwilling or unable to continue as a clearing
system in connection with the Global Notes, or ceases to be a clearing agency registered under the Exchange Act,
and a successor clearing system is not appointed by the Company within 90 days after receiving such notice from
DTC or upon becoming aware that DTC is no longer so registered, the Company will issue or cause to be issued
individual certificates in registered form on registration of transfer of, or in exchange for, book-entry interests in the
Notes represented by such Global Notes upon delivery of such Global Notes for cancellation.

Title to book-entry interests in the Notes will pass by book-entry registration of the transfer within the records
of Clearstream, Euroclear or DTC, as the case may be, in accordance with their respective procedures. Book-entry
interests in the Notes may be transferred within Clearstream and within Euroclear and between Clearstream and
Euroclear in accordance with procedures established for these purposes by Clearstream and Euroclear. Book-entry
interests in the Notes may be transferred within DTC in accordance with procedures established for this purpose by
DTC. Transfers of book-entry interests in the Notes among Clearstream and Euroclear and DTC may be effected in
accordance with procedures established for this purpose by Clearstream, Euroclear and DTC.

A further description of the Depositary's procedures with respect to the Global Notes is set forth in the
accompanying prospectus under "Description of Securities -- Debt Securities -- Global Securities." The
Depositary has confirmed to the Company, the Underwriters and the Trustee that it intends to follow such
procedures.

Global Clearance and Settlement Procedures

Initial settlement for the Notes will be made in immediately available funds. We will make all payments of
principal, premium, if any, and interest in respect of the Notes in immediately available funds while the Notes are
held in book-entry only form. Secondary market trading between DTC participants will occur in the ordinary way in
accordance with the Depositary's rules and will be settled in immediately available funds using the Depositary's
Same-Day Funds Settlement System. Secondary market trading between Clearstream Customers and/or Euroclear
Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of
Clearstream and Euroclear and will be settled using the procedures applicable to conventional Eurobonds in
immediately available funds.

Cross-market transfers between persons holding directly or indirectly through the Depositary on the one hand,
and directly or indirectly through Clearstream Customers or Euroclear Participants, on the other, will be effected in
the Depositary in accordance with the Depositary's rules on behalf of the relevant European international clearing
system by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to the
relevant European international clearing system by the counterparty in such system in accordance with its rules and
procedures and within its established deadlines (European time). The relevant European international clearing
system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take
action to effect final settlement on its behalf by delivering interests in the Notes to or receiving interests in the Notes
from the Depositary, and making or receiving payment in accordance with normal procedures for same-day funds
settlement applicable to the Depositary. Clearstream Customers and Euroclear Participants may not deliver
instructions directly to their respective U.S. Depositaries.

Because of time-zone differences, credits of interests in the Notes received in Clearstream or Euroclear as a
result of a transaction with a DTC participant will be made during subsequent securities settlement processing and
dated the business day following the Depositary settlement date. Such credits or any transactions involving interests
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in such Notes settled during such processing will be reported to the relevant Clearstream Customers or Euroclear
Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of interests in the
Notes by or through a Clearstream Customer or a Euroclear Participant to a DTC participant will be received with
value on the Depositary settlement date but will be available in the relevant Clearstream or Euroclear cash account
only as of the business day following settlement in the Depositary.

Although the Depositary, Clearstream and Euroclear have agreed to the foregoing procedures in order to
facilitate transfers of interests in the Notes among participants of the Depositary, Clearstream and Euroclear, they
are under no obligation to perform or continue to perform such procedures and such procedures may be changed or
discontinued at any time.

Applicable Law

The Notes and the Indenture will be governed by and construed in accordance with the laws of the State of
New York.
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