SecProbe.io

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 February 17, 2026

Melissa N. Schaeffer
Executive Vice President and Chief Financial Officer
Air Products & Chemicals, Inc.
1940 Air Products Boulevard
Allentown, Pennsylvania 18106-5500

 Re: Air Products & Chemicals, Inc.
 Form 10-K for Fiscal Year Ended September 30, 2025
 Filed November 20, 2025
 File No. 001-04534
Dear Melissa N. Schaeffer:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
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 Document Air Products and Chemicals, Inc. 1940 Air Products Boulevard Allentown, PA 18106-5500 T 610-481-3240 schaefmn@airproducts.com www.airproducts.com Melissa N. Schaeffer Executive Vice President & Chief Financial Officer February 5, 2026 Via EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Tracey Houser and Nudrat Salik RE:    Air Products and Chemicals, Inc. Form 10-K for Fiscal Year Ended September 30, 2025 Filed November 20, 2025 File No. 001-04534 Dear Mses. Houser and Salik: Air Products and Chemicals, Inc. (“we”, the “Company”, or “Air Products”) hereby submits this letter in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission, dated January 26, 2026 (the “Comment Letter”), with respect to the above-referenced filing. Set forth below are the heading and text from the Comment Letter, followed by our responses thereto. Form 10-K for Fiscal Year Ended September 30, 2025 24. Income Taxes Effective Tax Rate, page 136 1. We note that you attributed a (49.0)% income tax benefit to the business and asset actions in the effective tax rate reconciliation. We further note your statement that the tax benefit from the $3.7 billion pre-tax charges for business and asset actions is $695.2 million. Please provide us with a reconciliation of the tax benefit included in the effective tax rate reconciliation and the stated tax benefit with those costs. Please also consider the need to provide enhanced disclosures explaining the components of the business and asset actions line item in the effective tax rate reconciliation. Division of Corporation Finance U.S. Securities and Exchange Commission February 5, 2026 Page 2 The Company’s Response: Because we incurred a loss from continuing operations before taxes of $440.7 million in our Fiscal Year 2025 Consolidated Income Statement, negative percentages within the Effective Tax Rate Reconciliation Table reflect an increase to our Effective Tax Rate. The (49.0%) impact on our Effective Tax Rate primarily represents the portion of such costs included in our pre-tax charge for which we recognized a tax benefit, offset by a corresponding valuation allowance as such benefits were not more likely than not to be realized and therefore had a negative impact on our Effective Tax Rate. During our fiscal year 2025, we incurred pre-tax charges of $3,747.0 million for business and asset actions related to project exit costs and a global cost reduction plan, as described in Note 5, Business and Asset Actions, within our Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2025. These charges resulted in a $695.2 million net income tax benefit, which included a $215.9 million tax cost which primarily relates to tax benefits attributable to the charges that are not expected to be realizable. This cost represented 49.0% of our Fiscal Year 2025 loss from continuing operations before taxes of $440.7, which is presented in the Effective Tax Rate Reconciliation Table. The components of the $215.9 million tax cost included the establishment of a Valuation Allowance primarily related to $197.4 million of losses incurred in our foreign subsidiaries for which we do not expect to realize an income tax benefit, an $11.3 million cost for reserves established for uncertain tax positions related to the deductibility of certain costs in foreign subsidiaries, and $7.2 million of other immaterial items. The material items referenced above were disclosed in Note 24 (page 136) of our Annual Report on Form 10-K for Fiscal Year Ended September 30, 2025. Due to the nature of the business and asset action costs, we disclosed them as a separate line within the Effective Tax Rate Reconciliation Table. A reconciliation by line item of the net $695.2 million tax benefit resulting from the $3,747.0 million of pre-tax charges we incurred as a result of the disclosed business and asset actions is shown in the table below: $ in millions Impacts on Effective Tax Rate Dollar Impact of Tax (Benefit) Cost From Business and Asset Actions U.S. federal statutory tax rate ($786.9) State taxes, net of federal benefit (83.9) Income from equity affiliates —  Foreign tax differentials (30.6) Tax on foreign repatriated earnings 9.0  Business and asset actions 215.9  Other (18.7) Total ($695.2) We believe our disclosure was appropriate in the circumstances and in compliance with the requirements outlined in ASC 740-10-50-12. We included the impact of the $695.2 million net income tax benefit on our Effective Tax Rate within the appropriate categories as required by the Accounting Standards Codification Topic 740, Income Taxes and provided supplemental disclosure on the material portions of the $215.9 million tax cost. Division of Corporation Finance U.S. Securities and Exchange Commission February 5, 2026 Page 3 If you have any questions or require any additional information, please call either me or William J. Pellicciotti, our Vice President, Controller, and Chief Accounting Officer, at (610) 481-7817. Sincerely, /s/ Melissa N. Schaeffer Melissa N. Schaeffer Executive Vice President and Chief Financial Officer

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 January 26, 2026

Melissa N. Schaeffer
Executive Vice President and Chief Financial Officer
Air Products & Chemicals, Inc.
1940 Air Products Boulevard
Allentown, Pennsylvania 18106-5500

 Re: Air Products & Chemicals, Inc.
 Form 10-K for Fiscal Year Ended September 30, 2025
 Filed November 20, 2025
 File No. 001-04534
Dear Melissa N. Schaeffer:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended September 30, 2025
24. Income Taxes
Effective Tax Rate, page 136

1. We note that you attributed a (49.0)% income tax benefit to the business
and asset
 actions in the effective tax rate reconciliation. We further note your
statement that the tax
 benefit from the $3.7 billion pre-tax charges for business and asset
actions is $695.2
 million. Please provide us with a reconciliation of the tax benefit
included in the
 effective tax rate reconciliation and the stated tax benefit with those
costs. Please also
 consider the need to provide enhanced disclosures explaining the
components of the
 business and asset actions line item in the effective tax rate
reconciliation.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

 Please contact Tracey Houser at 202-551-3736 or Nudrat Salik at
202-551-3692 if you
have questions regarding comments on the financial statements and related
matters.
 January 26, 2026
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Industrial Applications and
 Services
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CORRESP

 SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP

 ONE MANHATTAN WEST

NEW YORK, NY 10001

 FIRM/AFFILIATE

OFFICES

    

    

TEL: (212) 735-3000

BOSTON

FAX: (212) 735-2000

CHICAGO

www.skadden.com

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

 DIRECT DIAL

 212-735-2366

 DIRECT FAX

917-777-2366

EMAIL ADDRESS

 elizabeth.gonzalez-sussman@skadden.com

    

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BEIJING

BRUSSELS

FRANKFURT

HONG KONG

 LONDON

MUNICH

 PARIS

SÃO PAULO

 SEOUL

SHANGHAI

 SINGAPORE

 January 15, 2025

 TOKYO

TORONTO

 SUBMISSION VIA EDGAR

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attn: Christina Chalk

Re:
 Air Products and Chemicals, Inc.

DEFA14A filed January 7, 2025

File No. 1-04534

Dear Ms. Chalk:

 On behalf of Air Products
and Chemicals, Inc. (the “Company”), and in response to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on the
Company’s definitive additional soliciting materials filed January 7, 2025, contained in the letter from the Staff to Elizabeth Gonzalez-Sussman, dated January 10, 2025 (the “Staff Comment Letter”), set forth
below is the Company’s response to the Staff Comment Letter.

 The headings and paragraph numbers in this letter correspond to those
contained in the Staff Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below.

 DEFA14A filed January 7, 2025

Press Release dated January 7, 2025, page 1

1.
 We note the statement that you have “industry leading margins” based on Adjusted EBITDA margin.
Please tell us how this disclosure complies with Item 10(e) of Regulation S-K and Question 102.10(a) of the Compliance & Disclosure Interpretations regarding Non-GAAP Financial Measures. Please also tell us how you considered Item 10(e) of Regulation S-K with regards to your disclosure of Adjusted EPS CAGR.

 Response: The Company respectfully acknowledges the Staff’s comment and has considered the requirements of
Item 10(e) of Regulation S-K as applied to the statements in the Company’s press release dated January 7, 2025. The Company notes that Item 10(e) did not apply to the disclosures contained in the
press release when it was issued, as the press release was not filed with the SEC. The Company determined, however, that the disclosures in the press release could be viewed as soliciting material related to the Company’s annual meeting
scheduled for January 23, 2025. As a result, the Company determined to file the press release pursuant to Exchange Act Rule 14a-6. If in the future, the Company determines to make additional soliciting
material filings pursuant to Rule 14a-6 and those filings contain non-GAAP disclosures, the Company will confirm that those disclosures comply with Item 10(e) and the
staff’s guidance related thereto.

 ***

We trust that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly
as possible. Please direct any questions or comments regarding the foregoing to me at (212) 735-2336 or elizabeth.gonzalez-sussman@skadden.com.

 Very truly yours,

 /s/ Elizabeth Gonzalez-Sussman

 Elizabeth Gonzalez-Sussman

cc:
 Sean D. Major

Executive Vice President, General Counsel and Secretary

Air Products and Chemicals, Inc.

Paul T. Schnell

 Skadden, Arps,
Slate, Meagher & Flom LLP

January 10, 2025
Elizabeth Gonzalez-Sussman
Partner
Air Products & Chemicals, Inc.
Skadden, Arps, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
Re:Air Products & Chemicals, Inc.
DEFA14A filed January 7, 2025
SEC File No. 1-04534
Dear Elizabeth Gonzalez-Sussman:
            We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to th is comment by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comment appl ies to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to th is comment, we may have additional comments.
DEFA14A filed January 7, 2024
Press Release dated January 7, 2025, page 1
1.We note the statement that you have “industry leading margins” based on Adjusted
EBITDA margin. Please tell us how this disclosure complies with Item 10(e) of
Regulation S-K and Question 102.10(a) of the Compliance & Disclosure
Interpretations regarding Non-GAAP Financial Measures. Please also tell us how you
considered Item 10(e) of Regulation S-K with regards to your disclosure of Adjusted
EPS CAGR.

January 10, 2025
Page 2
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff. Please direct any questions to Christina Chalk at 202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

ONE MANHATTAN WEST
NEW YORK, NY 10001

TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com

   DIRECT DIAL
212-735-2366
DIRECT FAX
917-777-2366
EMAIL ADDRESS
elizabeth.gonzalez-sussman@skadden.com

   November 27, 2024

   FIRM/AFFLIATE
OFFICES

   ---------

   BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON

   ---------

   BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO

SUBMISSION VIA EDGAR

Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Christina Chalk

   Re:

   Air Products & Chemicals, Inc.
PREC14A filed November 22, 2024
File No. 1-04534

Dear Ms. Chalk:

On behalf of Air Products & Chemicals, Inc. (the “Company” or “Air Products”), and in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on the Company’s preliminary proxy statement filed November 22, 2024 (the “Preliminary Proxy Statement”), contained in the letter from the Staff to Elizabeth Gonzalez-Sussman, dated May 26, 2024 (the “Staff Comment Letter”), set forth below are the Company’s responses to the Staff Comment Letter. The Company has revised the Preliminary Proxy Statement and is filing a revised preliminary proxy statement (the “Revised Preliminary Proxy Statement”) concurrently herewith.

The headings and paragraph numbers in this letter correspond to those contained in the Staff Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Preliminary Proxy Statement. All references to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Revised Preliminary Proxy Statement.

Division of Corporation Finance
Securities and Exchange Commission
November 27, 2024
Page 2

Proposal 1. Election of Directors, page 15

   1.

   We note the following statement in this section: “If a nominee is unavailable for election at the time of the Annual Meeting, the Company representatives named on the WHITE proxy card will vote for another nominee proposed by the Board...” Please revise to clarify that this statement refers to the ability of the Company to substitute a director nominee, rather than to reallocate votes to a different, existing Company nominee. See, generally, Rules 14a-4(b)(1), 14a-4(c) and Compliance and Disclosure Interpretation 139.07 (November 17, 2023) available at wwww.sec.gov.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the Preliminary Proxy Statement accordingly so that the above statement refers to the ability of the Company to substitute a director nominee, rather than to reallocate votes to a different, existing Company nominee. See page 15 of the Revised Preliminary Proxy Statement.

   2.

   We note the disclosure in the last paragraph on page 15. Revise to clearly state that information about Mantle Ridge’s nominees may be found in Mantle Ridge’s proxy statement, available without cost at www.sec.gov. Refer to Item 7(f) of Schedule 14A.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the Preliminary Proxy Statement accordingly to clearly state that information about Mantle Ridge’s nominees may be found in Mantle Ridge’s proxy statement, available without cost at www.sec.gov. See page 15 of the Revised Preliminary Proxy Statement.

Shareholder Nominations, page 28

   3.

   Refer to Rule 14a-5(e)(4). Where you set forth the deadline for providing director nominations to the Company for next year’s annual meeting, also include a reference to Rule 14a-19(b), as you do in the Q&A section later in the proxy statement (on page 97).

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the Preliminary Proxy Statement accordingly to include a reference to Rule 14a-19(b). See page 28 of the Revised Preliminary Proxy Statement.

Who is Mantle Ridge and how are they involved in the Annual Meeting?, page 92

   4.

   Since shareholders can use Mantle Ridge’s blue proxy card to vote for your director nominees, clarify the statement here that to support the Company’s director nominees, shareholders should only use your white proxy card or voting instruction form.

Division of Corporation Finance
Securities and Exchange Commission
November 27, 2024
Page 3

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the Preliminary Proxy Statement accordingly. See page 92 of the Revised Preliminary Proxy Statement.

   What vote is necessary to pass the items of business at the Annual Meeting?, page 93.

   5.

   For each of the matters to be voted on, clarify whether and under what circumstances brokers will have discretionary authority to vote on each matter without specific instructions from shareholders.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the Preliminary Proxy Statement accordingly to clarify under what circumstances brokers will have discretionary authority to vote on each matter without specific instructions from shareholders. See page 93 of the Revised Preliminary Proxy Statement.

What happens if I return a WHITE proxy card but give instructions to vote for fewer than nine candidates?, page 95

   6.

   The following statement is confusing: “To the extent an undervote (e.g., voting ‘FOR’ with respect to fewer than nine nominees on Proposal 1) occurs on a record holder’s WHITE proxy card, your shares will only be voted ‘FOR’ those nominees you have so marked and any remaining votes on Proposal 1 shall not be voted” (emphasis added). Please revise to clarify.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the Preliminary Proxy Statement accordingly to state clearly that shares will only be voted as marked. See page 95 of the Revised Preliminary Proxy Statement.

***

Division of Corporation Finance
Securities and Exchange Commission
November 27, 2024
Page 4

We trust that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (212) 735-2336 or elizabeth.gonzalez-sussman@skadden.com.

Very truly yours,

   /s/ Elizabeth
Gonzalez-Sussman

   Elizabeth
Gonzalez-Sussman

   cc:

   Sean D. Major

   Executive Vice President, General Counsel and Secretary
Air Products and Chemical, Inc.

   Paul T. Schnell

   Skadden, Arps, Slate, Meagher & Flom LLP

November 26, 2024
Elizabeth Gonzalez-Sussman
Partner
Air Products & Chemicals, Inc.
Skadden, Arps, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
Re:Air Products & Chemicals, Inc.
PREC14A filed November 22, 2024
SEC File No. 1-04534
Dear Elizabeth Gonzalez-Sussman:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms have the same meaning as in the proxy statement listed above.
PREC14A filed November 22, 2024
Proposal 1. Election of Directors, page 15
1.We note the following statement in this section: "If a nominee is unavailable for
election at the time of the Annual Meeting, the Company representatives named on
the WHITE  proxy card will vote for another nominee proposed by the Board..."
Please revise to clarify that this statement refers to the ability of the Company to
substitute a director nominee, rather than to reallocate votes to a different, existing
Company nominee. See, generally, Rules 14a-4(b)(1), 14a-4(c) and Compliance and
Disclosure Interpretation 139.07 (November 17, 2023) available at wwww.sec.gov.
2.We note the disclosure in the last paragraph on page 15. Revise to clearly state that
information about Mantle Ridge's nominees may be found in Mantle Ridge's proxy
statement, available without cost at www.sec.gov. Refer to Item 7(f) of Schedule 14A.

November 26, 2024
Page 2
Shareholder Nominations, page 28
3.Refer to Rule 14a-5(e)(4). Where you set forth the deadline for providing director
nominations to the Company for next year's annual meeting, also include a reference
to Rule 14a-19(b), as you do in the Q&A section later in the proxy statement (on page
97).
Who is Mantle Ridge and how are they involved in the Annual Meeting?, page 92
4.Since shareholders can use Mantle Ridge's blue proxy card to vote for your director
nominees, clarify the statement here that to support the Company's director nominees,
shareholders should only use your white proxy card or voting instruction form.
What vote is necessary to pass the items of business at the Annual Meeting?, page 93
5.For each of the matters to be voted on, clarify whether and under what circumstances
brokers will have discretionary authority to vote on each matter without specific
instructions from shareholders.
What happens if I return a WHITE proxy card but give instructions to vote for fewer than
nine candidates?, page 95
6.The following statement is confusing: "To the extent an undervote (e.g., voting
'FOR' with respect to fewer than nine nominees on Proposal 1) occurs on a record
holder’s WHITE  proxy card, your shares will only be voted 'FOR' those nominees
you have so marked and any remaining votes on Proposal 1 shall not be voted "
(emphasis added). Please revise to clarify.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Christina Chalk at 202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

November 22, 2024
Richard Brand
Partner
Air Products & Chemicals, Inc.
Cadwalader, Wickersham & Taft
200 Liberty Street
New York, New York 10281
Re:Air Products & Chemicals, Inc.
PREC14A filed November 19, 2024
SEC File No. 1-04534
Dear Richard Brand:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREC14A filed November 19, 2024
Background of the Solicitation, page 5
1.We note the disclosure on page 11 of the proxy statement that "news reports indicated
that D.E. Shaw was dropping its efforts to nominate directors and was instead
throwing its support behind Mantle Ridge..." Revise the proxy statement generally to
describe any relationship or contacts with D.E. Shaw. If no relationship exists or if no
contacts have occurred, revise here to clarify.
Reasons for the Solicitation , page 12
We note the statement that "[i]n the coming weeks, we will publicly outline our view
about what has gone wrong and our ideas for the changes we believe are essential in
order for the Company to achieve its fullest potential." Information about a soliciting
party's plan of action, to the extent it is successful in taking control of a board of
directors, appears to be highly material to shareholders' vote. While we understand 2.

November 22, 2024
Page 2
that soliciting parties will file additional soliciting materials after distributing their
proxy statement, to the extent the participants have knowledge now of "what has gone
wrong" and any changes or potential changes they may make, to the extent they take
control of the board, this should be described in the proxy statement as well. If Mantle
Ridge does not have such information now, revise to so state and describe the process
by which they will develop plans for change at Air Products going forward.
The Mantle Ridge Nominees, page 13
3.Revise this section generally to ensure that the disclosure about the business activities
of each nominee during the last five years is clearly presented. See Item 401(e) of
Regulation S-K. For multiple nominees, this information is difficult to piece together
or not ascertainable as currently presented.
Solicitation of Proxies, page 29
4.Disclose Mantle Ridge's total expenditures for the proxy solicitation to date. See Item
4(b)(4) of Schedule 14A.
5.We note the statement in the last sentence of this section at the bottom of page 29:
"Whether such reimbursement will be submitted to a vote of the Company's security
holders is not yet determinable." However, Item 4(b)(5) of Schedule 14A requires you
to state whether reimbursement will be submitted to a vote of shareholders. Please
revise to provide the required information. In addition, clarify whether the $100,000
payment to be made to each Mantle Ridge nominee (if elected) are part of the
expenditures for which reimbursement will be sought from the Company.
General
6.Throughout the proxy statement, including on the cover page, you refer to the Mantle
Ridge group as "a significant Stockholder of Air Products," To clarify, revise to state
the percentage of shares owned, including where you state the total number of shares
held on page 3.
7.We note the following statement on page 14 of the proxy statement: "Among his
projects there, Mr. Hilal played a leading role in Pershing Square's successful effort to
catalyze Board and CEO changes at Air Products in 2013." In an appropriate part of
the proxy statement, revise to fully explain Mr. Hilal's prior interactions with the
Company and his efforts to catalyze changes, including the form of those efforts and
their result.
8.We note that Mantle Ridge has nominated nine individuals for election to the Air
Products board. Revise the proxy statement to fully discuss the consequences if all or
a majority of its nominees are elected. For example, if this would constitute a change
in control under the Company debt covenants or other agreements, please disclose and
discuss the potential impact.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.

November 22, 2024
Page 3
            Please direct any questions to Christina Chalk at 202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

ONE MANHATTAN WEST
NEW YORK, NY 10001

TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com

   DIRECT DIAL
212-735-2366
DIRECT FAX
917-777-2366
EMAIL ADDRESS
elizabeth.gonzalez-sussman@skadden.com

   November 22, 2024

   FIRM/AFFLIATE
OFFICES

   ---------

   BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON

   ---------

   BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO

VIA EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

   RE:

   Air Products and Chemicals, Inc.
Preliminary Proxy Materials

Ladies and Gentlemen:

On behalf of Air Products and Chemicals, Inc., a Delaware corporation (the “Company”), and pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, enclosed please find via EDGAR a copy of the preliminary proxy statement and form of proxy card relating to the 2025 annual meeting of the Company’s stockholders (the “2025 Annual Meeting”), which comments on and refers to a potential solicitation in opposition to the Company’s solicitation at the 2025 Annual Meeting.

If you have any questions or require additional information concerning the enclosed materials, please call me at (212) 735-2366 or email me at Elizabeth.Gonzalez-Sussman@skadden.com.

Thank you.

Very truly yours,

   /s/ Elizabeth
Gonzalez-Sussman

Enclosures

   cc:

   Sean D. Major

   Executive Vice President, General Counsel and Secretary
Air Products and Chemicals, Inc.

   Paul T. Schnell

   Skadden, Arps, Slate, Meagher and Flom LLP

   C. Michael Chitwood

   Skadden, Arps, Slate, Meagher and Flom LLP

   Daniel L. Luks

   Skadden, Arps, Slate, Meagher and Flom LLP

2

United States securities and exchange commission logo
April 19, 2024
Melissa N. Schaeffer
Senior Vice President and Chief Financial Officer
Air Products & Chemicals, Inc.
1940 Air Products Boulevard
Allentown, Pennsylvania 18106-5500
Re:Air Products & Chemicals, Inc.
Form 10-K for Fiscal Year Ended September 30, 2023
File No. 001-04534
Dear Melissa N. Schaeffer:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Document

Air Products and Chemicals, Inc.

1940 Air Products Boulevard

Allentown, PA 18106-5500

T 610-481-3240

schaefmn@airproducts.com

www.airproducts.com

Melissa N. Schaeffer

Senior Vice President & Chief Financial Officer

April 16, 2024

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Tracey Houser and Nudrat Salik

RE:    Air Products and Chemicals, Inc.

Form 10-K for Fiscal Year Ended September 30, 2023

Response Letter Dated April 8, 2024

File No. 001-04534

Dear Mses. Houser and Salik:

Air Products and Chemicals, Inc. (“we”, the “Company”, or “Air Products”) hereby submits this letter in response to your additional comments, dated April 11, 2024 (the “Comment Letter”), with respect to the above-referenced filing and response letter. Set forth below is the heading and text from the Comment Letter, followed by our responses thereto.

Form 10-K for Fiscal Year Ended September 30, 2023

5. Acquisitions, page 73

1.We note your response to our prior comment, including the expanded disclosures you intend to provide in future filings. Please further expand these disclosures to include your conclusion that the repurchase price with consideration of time value of money exceeds the original purchase price, as discussed in the first paragraph on page 3 of your response letter, as this analysis forms the basis of your accounting for these transactions. Please ensure that your disclosures include consideration of the allocation of the contractual cash inflows to be received from UNG on a monthly basis between the repurchase price and compensation for your services provided under the agreements for purposes of this analysis, if correct.

The Company’s Response:

We have considered your additional comments and have modified our disclosure. All changes from our Form 10-K disclosure are underlined in the excerpt below.

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 16, 2024

Page 2

Uzbekistan Asset Purchase

On 25 May 2023, we entered into an investment agreement with the Government of the Republic of Uzbekistan and Uzbekneftegaz JSC (“UNG”) to purchase a natural gas-to-syngas processing facility in Qashqadaryo Province, Uzbekistan, for $1 billion. Under the agreement, Air Products will acquire, own, and operate the facility and supply all offtake products to UNG under a 15-year on-site contract, with UNG supplying the feedstock natural gas and utilities. Throughout this term, we receive a fixed monthly fee (regardless of whether UNG requires the output) comprised of two components: a plant capacity fee and an operating and maintenance fee.

We are accounting for the transaction as a financing arrangement as we did not obtain accounting control of the facility due to UNG having the unilateral right to reacquire the facility at the end of the contract term. The repurchase price on a discounted basis, which consists of the total monthly plant capacity fees received over the term of the arrangement plus the repurchase option price, exceeds our purchase price.

Accordingly, our progress payments of approximately $800, of which $600 was completed during fiscal year 2023, are reflected within "Financing Receivables" on our consolidated balance sheet as of 30 September 2023. The progress payments are reflected within “Investment in financing receivables” on our consolidated statement of cash flows. In early fiscal year 2024, we made an additional progress payment of $100.

*****

If you have any questions or require any additional information, please call either myself or William J. Pellicciotti, our Vice President, Controller, and Chief Accounting Officer, at (610) 481-7817.

Sincerely,

/s/ Melissa N. Schaeffer

Melissa N. Schaeffer
Senior Vice President and Chief Financial Officer

United States securities and exchange commission logo
April 11, 2024
Melissa N. Schaeffer
Senior Vice President and Chief Financial Officer
Air Products & Chemicals, Inc.
1940 Air Products Boulevard
Allentown, Pennsylvania 18106-5500
Re:Air Products & Chemicals, Inc.
Form 10-K for Fiscal Year Ended September 30, 2023
Response Letter Dated April 8, 2024
File No. 001-04534
Dear Melissa N. Schaeffer:
            We have reviewed your April 8, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our March 13, 2023
letter.
Form 10-K for Fiscal Year Ended September 30, 2023
5. Acquisitions, page 73
1.We note your response to our prior comment, including the expanded disclosures you
intend to provide in future filings.  Please further expand these disclosures to include your
conclusion that the repurchase price with consideration of time value of money exceeds
the original purchase price, as discussed in the first paragraph on page 3 of your response
letter, as this analysis forms the basis of your accounting for these transactions.  Please
ensure that your disclosures include consideration of the allocation of the contractual cash
inflows to be received from UNG on a monthly basis between the repurchase price and
compensation for your services provided under the agreements for purposes of this
analysis, if correct.

 FirstName LastNameMelissa N.  Schaeffer
 Comapany NameAir Products & Chemicals, Inc.
 April 11, 2024 Page 2
 FirstName LastName
Melissa N.  Schaeffer
Air Products & Chemicals, Inc.
April 11, 2024
Page 2
            Please contact Tracey Houser at 202-551-3736 or Nudrat Salik at 202-551-3692 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Document

Air Products and Chemicals, Inc.

1940 Air Products Boulevard

Allentown, PA 18106-5500

T 610-481-3240

schaefmn@airproducts.com

www.airproducts.com

Melissa N. Schaeffer

Senior Vice President & Chief Financial Officer

April 8, 2024

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Tracey Houser and Nudrat Salik

RE:    Air Products and Chemicals, Inc.

Form 10-K for Fiscal Year Ended September 30, 2023

File No. 001-04534

Dear Mses. Houser and Salik:

Air Products and Chemicals, Inc. (“we”, the “Company”, or “Air Products”) hereby submits this letter in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission, dated March 13, 2024 (the “Comment Letter”), with respect to the above-referenced filing. Set forth below is the heading and text from the Comment Letter, followed by our responses thereto.

Form 10-K for Fiscal Year Ended September 30, 2023

5. Acquisitions, page 73

1.Regarding the agreement to purchase the natural gas-to-syngas processing facility in Qashqadaryo Province, Uzbekistan, for $1 billion, please provide us with a summary of the material terms of the agreement. Please also provide us with a summary of the analysis you performed in determining that the agreement should be accounted for as a financing arrangement, including the corresponding authoritative literature you considered. Please specifically address your initial accounting as well as ongoing accounting for this transaction. Please also address the need to expand your disclosures.

The Company’s Response:

Key Terms of the Agreement

During the quarter ended June 30, 2023, we entered into an investment agreement with the Government of the Republic of Uzbekistan and Uzbekneftegaz (“UNG”) to purchase a natural gas-to-syngas processing facility in Qashqadaryo Province, Uzbekistan, for $1 billion (“the facility”). The agreement transferred legal title of the facility from UNG to Air Products. In conjunction with the investment agreement, we entered into a separate 15-year tolling services agreement under which Air Products operates the facility and converts feedstocks supplied and owned by UNG, including natural gas and utilities, into syngas and hydrogen. UNG maintains ownership of all inputs and outputs throughout the production process. In return, Air Products receives a monthly fee, regardless of whether UNG requires the output from the facility. At the conclusion of the contract term, UNG has the unilateral right to re-acquire the facility.

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 8, 2024

Page 2

Summarized Accounting Analysis

The following paragraphs provide a summary of the analysis we performed to determine that the arrangement should be accounted for as a financing arrangement, including reference to the corresponding authoritative literature that we considered.

In evaluating the arrangement, we first considered the guidance in ASC 360 – Property, Plant, and Equipment (“ASC 360”). As there is no guidance directly on point in ASC 360 with respect to how a buyer of assets should consider whether it obtained accounting control of the assets in the context of a seller’s unilateral right to re-acquire the asset, we next considered ASC 805 – Business Combinations (“ASC 805”). The acquisition method under ASC 805-10-05-04 first requires an assessment of whether we meet the definition of an acquirer, which is defined as “the entity that obtains control of the acquiree.” The definition of control within ASC 805 has the same meaning as controlling financial interest in ASC 810 – Consolidation (“ASC 810”). The concept of control when the seller has a unilateral right to reacquire the assets at the end of the term is also not clear within ASC 805 or ASC 810. As such, we considered whether we obtained control under ASC 606 – Revenue Recognition (“ASC 606”).

While ASC 606-10-55-66 through ASC 606-10-55-70 is written in contemplation of the seller’s accounting, it addresses whether control is deemed to have transferred when a repurchase right exists.

606-10-55-66: A repurchase agreement is a contract in which an entity sells an asset and   also promises or has the option (either in the same contract or in another contract) to repurchase the asset. The repurchased asset may be the asset that was originally sold to the customer, an asset that is substantially the same as that asset, or another asset of which the asset that was originally sold is a component.

606-10-55-67: Repurchase agreements generally come in three forms:

a.An entity's obligation to repurchase the asset (a forward)

b.An entity's right to repurchase the asset (a call option)

c.An entity's obligation to repurchase the asset at the customer's request (a put option).

606-10-55-68: If an entity has an obligation or a right to repurchase the asset (a forward or a call option), a customer does not obtain control of the asset because the customer is limited in its ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset even though the customer may have physical possession of the asset. Consequently, the entity should account for the contract as either of the following:

a.A lease in accordance with Topic 842 on leases, if the entity can or must repurchase the asset for an amount that is less than the original selling price of the asset unless the contract is part of a sale and leaseback transaction. If the contract is part of a sale and leaseback transaction, the entity should account for the contract as a financing arrangement and not as a sale and leaseback transaction in accordance with Subtopic 842-40.

b.A financing arrangement in accordance with paragraph 606-10-55-70, if the entity can or must repurchase the asset for an amount that is equal to or more than the original selling price of the asset.

606-10-55-69: When comparing the repurchase price with the selling price, an entity should consider the time value of money.

606-10-55-70: If the repurchase agreement is a financing arrangement, the entity should continue to recognize the asset and also recognize a financial liability for any consideration received from the customer. The entity should recognize the difference between the amount of consideration received from the customer and the amount of

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 8, 2024

Page 3

consideration to be paid to the customer as interest and, if applicable, as processing or holding costs (for example, insurance).”

Based on this guidance, we concluded that the seller’s unilateral right to re-acquire the facility at the end of the term limits our ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. That is, we would expect symmetry in ASC 606 accounting between the seller and buyer. Given the seller would not derecognize the facility because of the unilateral right to re-acquire the asset, we would not recognize (i.e., control) the facility. Unlike a commodity where it’s possible for control to transfer despite inclusion of a repurchase right, this facility is unique in nature and cannot be readily substituted by another facility. Rather, we would be contractually required to return legal title for these specific assets at the end of the contract term. When comparing the repurchase price through the end of the contract term with the original selling price, we concluded that the discounted contractual cash inflows to be received from UNG on a monthly basis were greater than the price we paid to purchase the facility. As such, we viewed the arrangement with UNG as a financing arrangement consistent with ASC 606-10-55-68(b), whereby we did not obtain accounting control of the facility.

In terms of the initial and ongoing accounting for this transaction, we included a new accounting policy disclosure in Note 1, Basis of Presentation and Major Accounting Policies, which reads as follows:

Financing Receivables

Some of our acquisitions include terms that provide the seller with both the right to receive all output from the acquired asset for an agreed upon term as well as the right to reacquire the asset at a future date. In these instances, we evaluate the contract terms to determine whether we have obtained control of the underlying asset, or the transaction qualifies as a financing arrangement. For transactions that qualify as financing arrangements, we record our investment as a financing receivable, net of any allowances for credit losses, on our consolidated balance sheets. We then recognize a portion of the payments received as a reduction to the financing receivable. Related interest income is presented within “Sales” on our consolidated income statements with revenue received to operate the plant. Interest income on our financing receivables was not material in fiscal year 2023.

We record the related financing income within the “Sales” line of our consolidated income statements based on the following guidance provided by Deloitte in its Revenue Recognition Roadmap:

Section 6.4.7: “Interest income arising from a significant financing component should be presented separately from revenue from contracts with customers in an entity’s statement of comprehensive income in accordance with ASC 606-10-32-20. However, this requirement to separately present interest income does not necessarily prevent interest income from being presented as revenue on the face of the statement of comprehensive income. For more information about whether it is appropriate to classify interest income as revenue, see Section 14.7.3.”

Section 14.7.3: “For purposes of the consolidated financial statements, the interest income generated from certain financing arrangements may be classified as revenue in the income statement. Paragraph BC29 of ASU 2014-09 states that the FASB and IASB “decided not to amend the existing definitions of revenue in each of their conceptual frameworks.” The legacy guidance in paragraph 79 of FASB Concepts Statement 6 indicates that cash inflows, such as interest, that are the result of an entity’s ongoing major or central operations represent revenue. When the major activity of a subsidiary is the financing of products, the interest income generated from this financing would represent its major revenue-generating activity. Therefore, this interest income would continue to be classified as revenue for consolidated financial statement purposes. However, the interest income (i.e., the financing component) should be presented

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 8, 2024

Page 4

separately from the revenue from the sale (i.e., revenue from contracts with customers) in accordance with the requirements of ASC 606-10-32-20.”

The supply of industrial gases to UNG is an activity that is consistent with our underlying business in which we use facilities to supply gases to our customers. Accordingly, we believe it is appropriate to include the revenues (i.e., the financing income) associated with this transaction within our sales line. We disclosed additional information in Note 3, Revenue Recognition, as follows: “Interest income associated with financing and lease arrangements accounted for less than 1% of our total consolidated sales in fiscal year 2023.”

Expanded Disclosure

In future filings, we will update our disclosure as underlined below to further clarify our conclusion regarding control of the facility.

Uzbekistan Asset Purchase

On 25 May 2023, we entered into an investment agreement with the Government of the Republic of Uzbekistan and Uzbekneftegaz JSC (“UNG”) to purchase a natural gas-to-syngas processing facility in Qashqadaryo Province, Uzbekistan, for $1 billion. Under the agreement, Air Products will acquire, own, and operate the facility and supply all offtake products to UNG under a 15-year on-site contract, with UNG supplying the feedstock natural gas and utilities.

We are accounting for the transaction as a financing arrangement because UNG has the unilateral right to reacquire the facility at the end of the contract term and therefore, we did not obtain accounting control of the facility. Accordingly, progress payments of approximately $800, of which $600 was completed during fiscal year 2023, are reflected within "Financing Receivables" on our consolidated balance sheet as of 30 September 2023. The progress payments are reflected within “Investment in financing receivables” on our consolidated statement of cash flows. In early fiscal year 2024, we made an additional progress payment of $100.

*****

If you have any questions or require any additional information, please call either myself or William J. Pellicciotti, our Vice President, Controller, and Chief Accounting Officer, at (610) 481-7817.

Sincerely,

/s/ Melissa N. Schaeffer

Melissa N. Schaeffer
Senior Vice President and Chief Financial Officer

United States securities and exchange commission logo
March 13, 2024
Melissa N. Schaeffer
Senior Vice President and Chief Financial Officer
Air Products & Chemicals, Inc.
1940 Air Products Boulevard
Allentown, Pennsylvania 18106-5500
Re:Air Products & Chemicals, Inc.
Form 10-K for Fiscal Year Ended September 30, 2023
File No. 001-04534
Dear Melissa N. Schaeffer:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended September 30, 2023
5. Acquisitions, page 73
1.Regarding the agreement to purchase the natural gas-to-syngas processing facility in
Qashqadaryo Province, Uzbekistan, for $1 billion, please provide us with a summary of
the material terms of the agreement. Please also provide us with a summary of the analysis
you performed in determining that the agreement should be accounted for as a financing
arrangement, including the corresponding authoritative literature you considered.  Please
specifically address your initial accounting as well as ongoing accounting for this
transaction.  Please also address the need to expand your disclosures.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameMelissa N.  Schaeffer
 Comapany NameAir Products & Chemicals, Inc.
 March 13, 2024 Page 2
 FirstName LastName
Melissa N.  Schaeffer
Air Products & Chemicals, Inc.
March 13, 2024
Page 2
            Please contact Tracey Houser at 202-551-3736 or Nudrat Salik at 202-551-3692 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
April 13, 2022
Melissa Schaeffer
Senior Vice President and Chief Financial Officer
AIR PRODUCTS & CHEMICALS INC /DE/
1940 Air Products Boulevard
Allentown, Pennsylvania 18106
Re:AIR PRODUCTS & CHEMICALS INC /DE/
Form 10-K for the Year Ended September 30, 2021
Form 10-Q for the Period Ended December 31, 2021
File No. 001-04534
Dear Ms. Schaeffer :
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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Document

Air Products and Chemicals, Inc.

1940 Air Products Boulevard

Allentown, PA 18106-5500

T 610-481-3240

schaefmn@airproducts.com

www.airproducts.com

Melissa N. Schaeffer

Senior Vice President & Chief Financial Officer

April 7, 2022

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Al Pavot

RE:    AIR PRODUCTS & CHEMICALS INC /DE/

Form 10-K for the Year Ended September 30, 2021

Form 10-Q for the Period Ended December 31, 2021

File No. 001-04534

Dear Mr. Pavot:

Air Products and Chemicals, Inc. (the “Company”) hereby submits this letter in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission, dated March 30, 2022 (the “Comment Letter”), with respect to the above-referenced filings. Set forth below is the heading and text of each comment in the Comment Letter, followed by our responses thereto.

Form 10-Q for the Period Ended December 31, 2021

Note 6. Equity Affiliates

Equity Affiliate Investment in Jazan Integrated Gasification and Power Company (JIGPC), page 13

1.In regards to your initial investment of $1.6 billion in the Jazan Integrated Gasification and Power Company, which was made primarily in the form of shareholder loans and represents a 55% interest in the joint venture, please address the following:

•Given your disclosures indicate that the investment was primarily made in the form of loans, please help us understand how you determined that the equity method would be appropriate pursuant to ASC 323-10-15-3;

•Please provide us with a summary of your significant rights and obligations under the joint venture agreement and correspondingly explain how you determined you have significant influence under ASC 323; and

•Please tell us how much of the $1.6 billion was in the form of loans. If the entire $1.6 billion was not in the form of loans, please tell us the remaining components of the investment and corresponding amounts.

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 7, 2022

Page 2

The Company’s Response:

Summary: We acknowledge the Staff’s comment and respectfully advise the Staff that we determined based on the criteria in ASC 323-10-15-13 that our $1.6 billion shareholder loans to Jazan Integrated Gasification and Power Company (“JIGPC” or the “joint venture”), qualify as in-substance common stock in the joint venture.  Because our investment in JIGPC has risk and reward characteristics that are substantially similar to common stock ownership in JIGPC and we have the ability to exercise significant influence over the operating and financial policies of the joint venture, we concluded that it is appropriate to account for our investment in JIGPC under the equity method.  In reaching the conclusion that we exercise significant influence, we first determined that the joint venture is a variable interest entity (“VIE”) for which we are not the primary beneficiary.

Funding Overview and In-Substance Common Equity Assessment

The initial funding for the joint venture totaled approximately $7.4 billion and consisted of 60% ($4.45 billion) third-party project finance loans from commercial lenders and 40% shareholder capital contributions ($2.925 billion shareholder loans and $15 million equity).  As part of the formation of JIGPC, the shareholders agreed that it would be beneficial from a local tax perspective if their investments were made primarily in the form of shareholder loans.  As shown in the table below, minimal equity contributions were made to comply with the registered capital requirements.  As such, each shareholder made capital contributions in the form of shareholder loans that were proportionate to their percentage ownership in JIGPC.  The percentage split between equity and loans was consistent for each shareholder, with less than 1% of capital contributions made in the form of equity contributions.  A summary of the overall initial joint venture funding (shareholder loans, equity contributions and commercial debt) and the funding provided by each shareholder is as follows:

 Shareholder
Loans  Equity Contributions

Air Products (55% owner) $1.609 billion  $8 million

Venture partner A (20% owner) $585 million  $3 million

Venture partner B (25% owner) $731 million  $4 million

Total Shareholder Capital Contributions $2.925 billion  $15 million

Total third-party project finance loans $4.452 billion

Total JIGPC capitalization $7.377 billion

Equity contributions to total capitalization 0.20%

As shown above, we contributed $8 million of shareholder equity (equal to our share of the registered capital requirement) and made the remainder of our $1.6 billion investment in the form of shareholder loans.  Our investment was consistent with our 55% ownership in JIGPC, and our equity and loan contributions are consistent with those of other shareholders of the joint venture.

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 7, 2022

Page 3

We evaluated our and the other investors’ shareholder loans under the criteria listed in ASC 323-10-15-13 to evaluate whether these loans qualify as in-substance common stock.  ASC 323-10-15-13 states that in-substance common stock is “an investment in an entity that has risk and reward characteristics that are substantially similar to that entity’s common stock” and provides three characteristics that must be evaluated to determine whether an investment is substantially similar to an investment in common stock.  We evaluated these criteria as follows:

1.Subordination – “An investor shall determine whether the investment has subordination characteristics that are substantially similar to that entity’s common stock.”

Assessment:  The shareholder loans are substantially similar to common stock.  The fair value of the common equity is less than 1% of the total capitalization.  ASC 323-10-15-13(a) provides that “a stated liquidation preference is not substantive if the investee has little or no subordinated equity (for example, common stock) from a fair value perspective”.  Case A in ASC 323-10-55-3 to 55-4 illustrates the concept of “little or no”, concluding that common stock with a fair value of $100,000 compared to $10 million of senior preferred equity (1%) was not substantive. Consistent with this guidance, the joint venture has “little or no” common stock from a fair value perspective.

2.Risks and rewards of ownership – “An investor shall determine whether the investment has risks and rewards of ownership that are substantially similar to an investment in that entity’s common stock.”

Assessment:  The shareholder loans participate in earnings and losses and capital appreciation/depreciation in a manner that is substantially similar to an investment in the joint venture’s common stock.  For example, there are no scheduled principal repayments on the shareholder loans.  The Board of Directors approves cash distributions to the investors, including shareholder loan repayments (and dividends), which are based primarily on the operating performance of the joint venture.

3.Obligation to transfer value: “An investment is not substantially similar to common stock if the investee is expected to transfer substantive value to the investor and the common shareholders do not participate in a similar manner.”

Assessment:  There is no obligation to transfer value associated with the shareholders’ loans that differs from the periodic Board-approved distributions of cash available to common equity.  There are no mandatory redemption features (other than the non-substantive requirement to repay the loans by the end of the 25-year expected life of the joint venture), debt covenants, non-fair value put options, or any other obligation to transfer value in the shareholder loans.  Rather, they participate in cash distributions in the same manner as dividends paid to holders of common equity.

Since all three of the characteristics in ASC 323-10-15-13 are met, we concluded that our shareholder loans represent in-substance common stock and that it was appropriate to then assess our degree of influence over the operating and financial policies of JIGPC to determine whether we should account for our investment in JIGPC as an equity method investment.

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 7, 2022

Page 4

Summary of Air Product’s Rights and Obligations and Our Assessment of Significant Influence

ASC 323-10-15-6 states “Ability to exercise significant influence over operating and financial policies of an investee may be indicated in several ways, including the following:

a.Representation on the board of directors

b.Participation in policy-making processes

c.Material intra-entity transactions

d.Interchange of managerial personnel

e.Technological dependency

f.Extent of ownership by an investor in relation to the concentration of other shareholdings (but substantial or majority ownership of the voting stock of an investee by another investor does not necessarily preclude the ability to exercise significant influence by the investor).”

In our first quarter 10-Q filing, we note in footnote 6, “Equity Affiliates,” that within the VIE primary beneficiary assessment, we identified a number of activities that we considered to be significant to the economic performance of JIGPC, including plant dispatch, operating and maintenance decisions, budgeting, capital expenditures, and financing.  Air Products does not control any of these activities.  Instead, these activities require unanimous approval of the owners or are controlled by others.  Therefore, we determined that we are not the primary beneficiary of the joint venture and should not consolidate it.  While we do not control the joint venture, we have the ability to significantly influence the key operating, budgeting, capital and financing decisions of JIGPC through our participation as a shareholder (which represents 55% of the voting stock, a presumption of significant influence in ASC 323-10-15-8) and as a member on the Board of Directors of JIGPC (of which representation on the board of directors of a legal entity is an indicator of significant influence as provided in ASC 323-10-15-6(a)).  Because of this analysis, we determined that it was appropriate to account for our investment in JIGPC under the equity method.

*****

If you have any questions or require any additional information, please call me or Russell A. Flugel, Senior Vice President, Controller and Principal Accounting Officer, at (610) 481-4911.

Very truly yours,

/s/ Melissa N. Schaeffer

Melissa N. Schaeffer
Senior Vice President and Chief Financial Officer

Cc: Nudrat Salik

 Division of Corporation Finance

United States securities and exchange commission logo
March 30, 2022
Melissa Schaeffer
Senior Vice President and Chief Financial Officer
AIR PRODUCTS & CHEMICALS INC /DE/
1940 Air Products Boulevard
Allentown, Pennsylvania 18106
Re:AIR PRODUCTS & CHEMICALS INC /DE/
Form 10-K for the Year Ended September 30, 2021
Form 10-Q for the Period Ended December 31, 2021
File No. 001-04534
Dear Ms. Schaeffer :
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Period Ended December 31, 2021
Note 6. Equity Affiliates
Equity Affiliate Investment in Jazan Integrated Gasification and Power Company (JIGPC), page
13
1.In regards to your initial investment of $1.6 billion in the Jazan Integrated Gasification
and Power Company, which was made primarily in the form of shareholder loans and
represents a 55% interest in the joint venture, please address the following:
•Given your disclosures indicate that the investment was primarily made in the form
of loans, please help us understand how you determined that the equity method would
be appropriate pursuant to ASC 323-10-15-3;
•Please provide us with a summary of your significant rights and obligations under the
joint venture agreement and correspondingly explain how you determined you have
significant influence under ASC 323; and
•Please tell us how much of the $1.6 billion was in the form of loans.  If the entire

 FirstName LastNameMelissa  Schaeffer
 Comapany NameAIR PRODUCTS & CHEMICALS INC /DE/
 March 30, 2022 Page 2
 FirstName LastName
Melissa  Schaeffer
AIR PRODUCTS & CHEMICALS INC /DE/
March 30, 2022
Page 2
$1.6 billion was not in the form of loans, please tell us the remaining components of
the investment and corresponding amounts.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Nudrat Salik at (202) 551-3692 or Al Pavot at (202) 551-3728 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

Mail Stop 4631
October 17 , 2016

Via E -mail
M. Scott Crocco
Chief Financial Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, Pennsylvania  18195 -1501

Re: Air Products and Chemicals, Inc.
 Form 8-K Filed July 28, 2016
File No. 1 -04534

Dear Mr. Crocco :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant

Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

SEC Correspondence

 M. Scott Crocco

Senior Vice President and Chief Financial Officer

Air Products and Chemicals, Inc.

7201 Hamilton Boulevard, Allentown, PA 18195-1501

croccoms@airproducts.com

T 610-481-6931 F 610-709-5367

www.airproducts.com

 3 October 2016

Melissa N. Rocha

 Senior Assistant Chief Accountant Office of
Manufacturing and Construction

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

RE:
Air Products and Chemicals, Inc.

Form 8-K Filed July 28, 2016

File No. 1-04534

 Dear Ms. Rocha:

We have provided the information below in response to your letter dated September 26, 2016. Our responses have been numbered to correspond with the
comments in your letter. The original comments contained in your letter have been included in bold type for reference during your review.

*  *  *  *  *  *  *  *  *  *

Comment 1

 We note you present adjusted Return
on Capital Employed (ROCE) in your discussion of third quarter 2016 results without presenting ROCE calculated using the most comparable GAAP amounts. In your next earnings release, please follow the guidance in Question 102.10 of the updated
Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 to present this ratio on a GAAP basis with equal or greater prominence.

Response:

 The Company acknowledges the Staff’s
comment and respectfully advises the Staff that we intend to update future filings to calculate ROCE using the most comparable GAAP amounts and to present ROCE on a GAAP basis with equal or greater prominence.

 Comment 2

On page 2 of your earnings release, your CEO is quoted as referring to “EPS,” “EBITDA Margin,” and “ROCE,” which are presented
on an adjusted basis despite no indication of that in the quote. All three are non-GAAP measures and EBITDA margin is calculated by excluding more than interest, taxes, depreciation, and amortization from earnings. In future earnings releases,
please ensure that your measures are appropriately characterized throughout, including in the executive commentary.

 Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that any Non-GAAP measures included in future filings will be
appropriately characterized, including those stated in the executive commentary.

 Comment 3

We note that you omit a quantitative reconciliation with respect to your forward looking non-GAAP guidance, but you do not provide the disclosures required
when the reconciliation is omitted. In your next earnings release, please follow the guidance in Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

Response:

 We acknowledge the Staff’s comment and
respectfully advise the Staff that future filings incorporating forward-looking non-GAAP measures in reliance on the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K will disclose that fact and identify the
information that is unavailable.

 When we provide adjusted EPS guidance in future earnings releases, we will incorporate language similar to the following
disclosure:

 “Management has provided the following adjusted diluted EPS guidance on a continuing operations basis. It is not possible, without
unreasonable efforts, to identify the amount or significance of events or transactions that may be included in future GAAP EPS but which management does not believe to be representative of underlying business performance. Accordingly, management is
unable to reconcile, without unreasonable effort, the Company’s forecasted range of adjusted EPS to a comparable GAAP range.”

 For example,
during the nine months ended 30 June 2016 we recognized business restructuring and business separation costs that would have been difficult to identify in advance in order to include in a GAAP outlook. To the extent we can identify and
reasonably estimate future items that we plan to adjust in our presentation of the GAAP to non-GAAP reconciliation of EPS, we will include them in guidance comments provided in our earnings release.

 2

 Comment 4

In your next earnings release, please provide a more substantive, and concise, discussion of how your non-GAAP measures are useful to investors. Please
provide us with your proposed changes in your response letter.

 Response:

We acknowledge the Staff’s comment and respectfully advise the Staff that we will provide a more substantive and concise discussion of how our non-GAAP
measures are useful to investors in future filings. Within the Reconciliation of Non-GAAP Financial Measures, we propose to update our discussion as follows:

“The Company has presented certain financial measures on a non-GAAP (“adjusted”) basis and has provided a reconciliation to the most directly
comparable financial measure calculated in accordance with GAAP. These financial measures are not meant to be considered in isolation or as a substitute for the most directly comparable financial measure calculated in accordance with GAAP. The
Company believes these non-GAAP measures provide investors, potential investors, securities analysts and others with useful information to evaluate the performance of the business, because such measures, when viewed together with our financial
results computed in accordance with GAAP, provide a more complete understanding of the factors and trends affecting our historical financial performance and projected future results.

In many cases, our non-GAAP measures are determined by adjusting the most directly comparable GAAP financial measure to exclude certain disclosed items that
we believe are not representative of the underlying business performance. For example, Air Products is currently executing its strategic plan to restructure the Company and to focus on the Company’s core Industrial Gases businesses, which has
and will continue to result in significant disclosed items that we believe are important for investors to understand separately from the performance of the underlying business. In evaluating these financial measures, the reader should be aware that
we may incur expenses similar to those eliminated in this presentation in the future. Investors should also consider the limitations associated with these non-GAAP measures, including the potential lack of comparability of these measures from one
company to another.”

 Comment 5

Please revise future earnings releases to separate the tax impact attributable to the repatriation of the South Korean subsidiary’s earnings from the
business separation costs. See Question 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

 3

 Response:

We acknowledge the Staff’s comment and respectfully advise the Staff that we will revise future filings to separate the tax impact attributable to the
repatriation of the South Korean subsidiary’s earnings from business separation costs.

 Comment 6

Please explain how you calculated the income tax effects of your non-GAAP adjustments in your next earnings release. Also, tell us why the tax rate for the
total pre-tax adjustments from continuing operations attributable to Air Products is 15% for the nine-month period ended June 30, 2016, excluding repatriation. See Question 102.11 of the updated Non-GAAP Compliance and Disclosure
Interpretations issued on May 17, 2016.

 Response:

We acknowledge the Staff’s comment and respectfully advise the Staff that we will explain how the income tax effects of our non-GAAP measures were
calculated in our next earnings release.

 For the nine month period ended 30 June 2016, the effective tax rate for the total of pre-tax adjustments
from continuing operations attributable to Air Products, excluding the repatriation of the South Korean subsidiary’s earnings, was 13.2%. A significant portion of the business separation costs are not tax deductible because they are
directly related to the plan for a tax-free spinoff of the Electronic Materials business. In addition, we incurred $2.0 million of other tax costs related to the separation. The effective tax rate on the business restructuring and cost reduction
actions and pension settlement losses is 28.1% and 38.9%, respectively, reflecting statutory rates in the relevant jurisdictions. The table below summarizes these impacts.

 Non-GAAP Adjustment

Pre-tax

Tax

After-tax

Effective
Tax Rate

 Business separation costs

$
28.9

$
(0.5
)

$
29.4

-1.7
%

 Business restructuring and cost reduction actions

22.8

6.4

16.4

28.1
%

 Pension settlement loss

3.6

1.4

2.2

38.9
%

 Total adjustment

$
55.3

$
7.3

$
48.0

13.2
%

 Comment 7

Please revise your reconciliation of Earnings after Tax – Non-GAAP to begin with net income rather than a measure that is not on the face of your
consolidated income statements and does not include income taxes. See Question 103.02 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

Response:

 We acknowledge the Staff’s comment and
respectfully advise the Staff that we will revise our reconciliation of Earnings after Tax- Non-GAAP to begin with GAAP net income.

 4

*  *  *  *  *  *  *  *  *  *

In connection with this response, management acknowledges that:

•

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should the Staff require any additional information, please contact me at 610-481-6931.

Sincerely,

 M. Scott Crocco

Senior Vice President and Chief Financial Officer

 5

Mail Stop 4631
September 26, 2016

Via E -mail
M. Scott Crocco
Chief Financial Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, Pennsylvania  18195 -1501

Re: Air Products and Chemicals, Inc.
 Form 8-K Filed July 28, 2016
File No. 1 -04534

Dear Mr. Crocco :

We have limited our review  of your filing  to those issues w e have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

1. We note you present adjusted Return on Capital Employed (ROCE) in your discussion of
third  quarter 2016 results without presenting ROCE calculated using the most comparable
GAAP amounts .  In your next earnings release, please follow the guidance in Question
102.10 of the updated Non-GAAP C ompliance and Disclosure Interpretations  issued on May
17, 2016  to present this ratio on a GAAP basis with equal or greater prominence .

2. On page 2 of your earnings release, your CEO is quoted as referring to “EPS,” “EBITDA
Margin,”  and “ROCE,” which are presented on an adjusted basis despite no indication of that
in the quote.  All three are non -GAAP measures and EBITDA margin is calculated by
excluding more than interest, taxes, depreciation, and amortization from earnings. In futu re
earnings releases, please ensure that your measures are appropriately characterized
throughout, including in the executive commentary.

3. We note that you omit a quantitative reconciliation with respect to your forward looking non -
GAAP guidance, but you do not provide the disclosures required when the reconciliation is
omitted.  In your next earnings release, please follow the guidance in  Question 102.10 of the
updated  Non-GAAP Compliance and Disclosure Interpretations  issued on May 17, 2016 .

Mr. Crocco
Air Products and Chemicals, Inc.
September 26, 2016
Page 2

4. In your next earnings release, please provide a more subs tantive , and concise,  discussion of
how your non -GAAP measures are useful to investors.  Please provide us with your propos ed
changes in your response letter .

5. Please revise future earnings releases to separate the tax impact attributable to the
repatriation of the South Korean subsidiary’s earnings from the business separation costs.
See Question 102.11 of the updated  Non-GAAP Compliance and Disclosure Interpretations
issued on May 17, 2016 .

6. Please explain how you calculated the income tax effects of your non -GAAP adjustments in
your next earnin gs release.  Also, tell us why the tax rate for the total pre -tax adjustments
from continuing operations attributable to Air Products is 15% for the nine -month period
ended June 30, 2016, excluding repatriation. See Question 102.11 of the updated  Non-GAAP
Compliance and Disclosure Interpretations  issued on May 17, 2016 .

7. Please revise your reconciliation of Earnings after Tax – Non-GAAP to begin with net
income rather than a me asure that is not on the face of your consolidated income statements
and does not include income taxes. See Question 103.02  of the updated  Non-GAAP
Compliance and Disclosure I nterpretations  issued on May 17, 2016 .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

Mr. Crocco
Air Products and Chemicals, Inc.
September 26, 2016
Page 3

 You may contact Tracey Houser, Staff Accountant,  at (202) 551 -3736, or Robert Shapiro,
Staff Accountant,  at (202) 551 -3273  with any questions.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant

Office of Manufacturing and
Construction

Mail Stop 4631

March 8 , 2016

Via E -mail
Mr. Scott Crocco
Senior Vice President and Chief Financial Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, PA  18195

RE: Air Products and Chemicals, Inc.
Form 10 -K for t he Year Ended September 30, 2015
Filed November 24, 2015
  File No. 1 -4534

Dear Mr. Crocco:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all  applicable rules require.

Sincerely,

 /s/ John Cash

 John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

Mail Stop 4631
February 26 , 2016

Via E -mail
Mr. Scott Crocco
Senior Vice President and Chief Financial Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, PA  18195

RE: Air Products and Chemicals, Inc.
Form 10 -K for t he Year Ended September 30, 2015
Filed November 24, 2015
Item 2.02 Form 8 -K
Filed January 29, 2016
  File No. 1 -4534

Dear Mr. Crocco:

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss day s by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing your response to these  comme nts, we may have  additional c omments.

Form 10 -K for the Y ear Ended September 30, 2015

Item 8. Financial Statements and Supplementary Data, page 55

16. Retirement Benefits, page 84

1. In future filings, please expand your disclosures related to accountin g policy elections to
quantify the service period of your employees over which you amortize actuarial gains
and losses and clarify if you employ a corridor.

Form 8 -K Filed on January 29, 2016

2. In your earnings release, we note you provide disclosures that you identify as “EPS”,
“Net Income”, “Operating Income”, and “EPS Guidance” that actually relate to non -

Mr. Scott Crocco
Air Products and Chemicals , Inc.
February 26 , 2016
Page 2

 GAAP financial measures.  Please revise future disclosures related to non -GAAP
financial measures to not use GAAP terminology when you refer to non -GAAP financial
measures.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rule s require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Jeffrey Gordon, Staff Accountant, at (202) 551 -3866 or Anne
McConnell, Staff Accountant , at (202) 551 -3709 with any questions.

 Sincerely,

 /s/ John Cash

 John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

March 24 , 2015

Via E -mail
Mr. Scott Crocco
Senior Vice President and Chief Financial Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, PA  18195

RE: Air Products and Chemicals, Inc.
Form 10 -K for the Year Ended September 30, 2014
Filed November 24, 2014
  File No. 1 -4534

Dear Mr. Crocco:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securitie s laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Cash

 John Cash
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 M. Scott Crocco

 Senior Vice President and Chief
Financial Officer

 Air Products and Chemicals, Inc.

 7201
Hamilton Boulevard, Allentown, PA 18195-1501

 croccoms@airproducts.com

T 610-481-6931    F 610-709-5367

www.airproducts.com

 20 March 2015

Mr. John Cash

 Accounting Branch Chief

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, D.C. 20549

RE:

Air Products and Chemicals, Inc.

Form 10-K for the Year Ended September 30, 2014

Filed November 24, 2014

File No. 1-4534

 Dear Mr. Cash:

 We have
provided the information below in response to your letter dated March 12, 2015. Our responses have been numbered to correspond with the comments in your letter. The original comments contained in your letter have been included in italics
for reference during your review.

 * * * * * * * * * *

Comment 1 – Critical Accounting Policies and Estimates, Goodwill, page 41

We note your response to prior comment three from our letter dated February 26, 2015 and appreciate the additional information you provided; however,
please address the following:

•

Tell us the number of operating segments in each reportable segment before and after the reorganization. If you aggregate operating segments after the reorganization, explain how you determined aggregation is
appropriate; and

•

Your response indicates you had thirteen reporting units before and after the reorganization. Your response also indicates one instance in which one reporting unit before the reorganization was divided into
three reporting units after the reorganization; therefore, it is not clear to us why the number of reporting units before and after the reorganization did not change. If you combined reporting units as a result of the reorganization, tell us the
reporting units you combined, the amount of goodwill related to each such reporting unit, and your basis for combining them.

 Response:

Prior to the reorganization, we had four global operating segments that were equal to our four reportable segments. After the reorganization, we began
operating under a regional management structure and identified eight operating segments. For six of our segments, the operating segments are the reportable segments. We aggregated the remaining two operating segments — the liquefied natural gas
and helium storage and distribution sale of equipment businesses — into the Corporate and other reportable segment, as neither of these operating segments met the thresholds in ASC 280-10-50-12. This is consistent with our disclosure in our
fiscal year 2015 first quarter 10-Q Note 18, Business Segment Information, page 22:

 “The Company began operating under a new
structure effective 1 October 2014. Our new reporting segments reflect the manner in which our chief operating decision maker reviews results and allocates resources. Except in the Corporate and other segment, each reporting segment meets the
definition of an operating segment and does not include the aggregation of multiple operating segments. Our liquefied natural gas (LNG) and helium storage and distribution sale of equipment businesses are aggregated within the Corporate and
other segment.”

 We did not combine entire reporting units as a result of the reorganization. The reorganization of reporting units reflects the
Company’s change in strategy, how the businesses are now managed, and how employees are compensated. This resulted in the realignment of certain facilities associated with our core business of supplying industrial gases into existing reporting
units. The largest change resulting from this realignment was that on-site facilities within our regional Tonnage Gases reporting units and the Electronics reporting unit were realigned with preexisting regional Merchant Gases reporting units. The
regional tonnage hydrogen businesses and the Electronics Materials business operate as separate reporting units in the new organization.

 To clarify our
previous response, the on-site facilities that supplied industrial gases (e.g. gaseous nitrogen) to Electronics customers were previously part of our Electronics reporting unit and were not a separate reporting unit in accordance with ASC
350-20-35-33 through 38. These facilities and $127 million of goodwill (determined based on the relative fair value method) were reallocated from the Electronics reporting unit to reporting units within the regional Industrial Gases segments. We
continue to have an Electronics Materials reporting unit after the reorganization. This reporting unit does not include industrial gases, but rather is primarily focused on specialty materials and chemicals. The total remaining goodwill which we
reallocated was $13 million and related to the realignment of facilities noted in the paragraph above.

 We tested our reporting units for goodwill
impairment under the old reporting units as of 30 September 2014 and the new reporting units as of 1 October 2014. With the exception of our Latin America reporting unit, which was not impacted by the reorganization, the fair value of our
reporting units significantly exceeded the carrying value on both testing dates.

 2

 Comment 2 – Critical Accounting Policies and Estimates, Goodwill, page 41

We note your response to prior comment four from our letter dated February 26, 2015 and appreciate the information you provided; however, please revise
your proposed disclosures to provide some context for the changes in significant assumptions you intend to disclose and the related sensitivity analysis. Absent any additional context, it appears to us that disclosing changes in significant
assumptions without disclosing the initial assumptions or indicating the magnitude of the changes relative to the initial assumptions would not provide investors with adequate information to fully understand the impairment charge you recorded or
assess the likelihood of additional impairment charges.

 Response:

Effective with the 2015 Form 10-K, we will revise our Critical Accounting Policies and Estimates disclosure on pages 41 and 42 as underlined below:

We conducted our annual goodwill impairment testing as of 1 July 2014. Other than our Latin America reporting unit within the Merchant
Gases segment, we determined that the fair value of each of our reporting units substantially exceeded its carrying value, and therefore there were no indications of impairment.

The Latin America reporting unit is composed predominately of our Indura business with business units in Chile, Colombia and other Latin
America countries, which the Company acquired in 2012. The reporting unit represents approximately 5% of the Company’s total revenue.

The acquisition price in 2012 reflected the Company’s expectations for Indura revenue growth in Chile and across Latin America. At the
time of the acquisition, the Indura business had approximately $480 million in revenue and 21% EBITDA margin. We anticipated average revenue to grow at a multiple of up to two times long-term manufacturing growth, which was projected at
approximately 4%. In addition, we expected additional revenue growth from the Company’s ability to fund increased on-site plant investment and its applications technology capability. We also expected EBITDA margins to expand based on
production, distribution, supply chain, and overhead synergies. Revenue growth was also anticipated to drive expanding EBITDA margins and increase future cash flows.

In 2014, economic conditions impacting our Latin America reporting unit began to weaken, including a decline in Chilean manufacturing growth,
increasing inflation, weaker export demand for many commodities, and the enactment of higher tax rates in Chile. While we achieved expected cost synergies for the Indura business, we did not realize projected revenue growth primarily due to the
weakening Chilean economy. Additionally, long-term manufacturing growth forecasts have been reduced to 2% to 3% in Chile and the other countries in which Indura operates. As a result of these events, we lowered our growth
projections to be in line with lower published growth rates, reduced our expectations for EBITDA margin expansion by approximately 600 basis points, and determined that the associated goodwill was impaired. In the fourth quarter, we recorded
a noncash impairment charge of $305.2. Refer to Note 9, Goodwill, to the consolidated financial statements for additional information.

 3

 Due to the reorganization of our business effective as of 1 October 2014, we conducted an
additional impairment test on our existing reporting units as of 30 September 2014. The fair value of all of our reporting units except Latin America substantially exceeded their carrying value at 30 September 2014. The fair value of
our Latin America reporting unit exceeded its carrying value by approximately 10%. The fair value of the Latin America reporting unit at 30 September was estimated based on a similar outlook and assumptions as those used for the 1 July
2014 testing, and the fair value of the reporting unit exceeded its carrying value primarily due to depreciation and amortization and the $20.6 impact of the Chilean tax rate change.

As of 30 September 2014, the carrying value of Latin America goodwill was $232.7, or approximately 1.3% of consolidated total assets.
Revenue growth and EBITDA margin assumptions are two primary drivers of the fair value of our Latin America reporting unit, and these assumptions are underpinned by our expectations for long-term manufacturing growth in the region. In the event of
further declines in long-term Latin American manufacturing growth projections, we may need to perform additional impairment analysis. We determined that with other assumptions held constant, a decrease in revenue growth rates of approximately 200
basis points or a decrease in EBITDA margins of approximately 300 basis points would result in the fair value of the reporting unit being equal to its carrying value, which would require that we perform step 2 of the impairment analysis to assess
the need for additional goodwill impairment.

 The Latin America reporting unit has other material assets that include: Plant and
equipment, net of $454.6, Customer relationships of $222.0, and Trade names and trademarks of $74.6. The Trade names and trademarks are classified as indefinite-lived intangible assets. See impairment considerations for these assets within the Plant
and Equipment and Intangible Assets sections of our Critical Accounting Policy and Estimates.

 * * * * * * * * * *

In connection with this response, management acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should the staff require any additional information, please contact me at 610-481-6931.

 4

Sincerely,

M. Scott Crocco

Senior Vice President and Chief Financial Officer

 5

CORRESP
1
filename1.htm

Correspondence

 M. Scott Crocco

 Senior Vice President and Chief
Financial Officer

 Air Products and Chemicals, Inc.

 7201
Hamilton Boulevard, Allentown, PA 18195-1501

 croccoms@airproducts.com

T 610-481-6931 F 610-709-5367

 www.airproducts.com

 11 March 2015

Mr. John Cash

 Accounting Branch Chief

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, D.C. 20549

RE:

Air Products and Chemicals, Inc.

Form 10-K for the Year Ended September 30, 2014

Filed November 24, 2014

File No. 1-4534

 Dear Mr. Cash:

 We have
provided the information below in response to your letter dated February 26, 2015. Our responses have been numbered to correspond with the comments in your letter. The original comments contained in your letter have been included in
italics for reference during your review.

 * * * * * * * * * *

Comment 1 – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Results of Operations, page 22

 Please revise future annual and quarterly filings to quantify and discuss the specific factors that impact consolidated cost of sales and gross
profit margins during each period presented.

 Response:

We respectfully advise the staff that in future filings, we will quantify and discuss the specific factors that impact consolidated cost of sales and gross
profit margins during each period presented.

 Comment 2 – Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations, Reconciliation of Non-GAAP Financial Measures, page 30

 You disclose that the presentation of non-GAAP measures is
intended to enhance the usefulness of your financial information by providing measures that management uses internally to evaluate operating performance and cash flow. We further note your disclosure on page 20 that you increased your focus on cash
flow and introduced the non-GAAP measure, Adjusted EBITDA, in the fourth quarter. As such, it appears to us that you are using Adjusted EBITDA as both a performance and liquidity measure. Therefore, please enhance your disclosures in future filings
to also reconcile Adjusted EBITDA to the most directly comparable GAAP liquidity measure, cash provided by operating activities, and separately discuss the limitations of your non-GAAP measures as both performance and liquidity measures.

 Response:

We acknowledge the staff’s comment and respectfully advise that we do not use Adjusted EBITDA as a liquidity measure. Our “Highlights for 2014”
on page 20 was intended to refer to Adjusted EBITDA as a performance measure. The Company uses cash on hand and total debt to total capitalization, among other measures, as liquidity measures. We will revise future Adjusted EBITDA disclosures within
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) as presented below to emphasize its use as an operating performance measure.

We define Adjusted EBITDA as income from continuing operations excluding certain disclosed items, which the Company does not believe to be
indicative of ongoing business trends, before interest expense, income tax provision, and depreciation and amortization expense. Adjusted EBITDA provides a useful metric for management to assess operating performance. We believe
adjusted EBITDA provides a useful operational metric for the measurement of our cash flow.

 Separately, we will enhance our reconciliation of
non-GAAP financial measures discussion on page 30 in future filings to discuss the limitations of non-GAAP performance measures as underlined below.

The discussion of our annual results includes comparisons to non-GAAP financial measures, including Adjusted EBITDA. The presentation of
non-GAAP measures is intended to enhance the usefulness of financial information by providing measures which management uses internally to evaluate our operating performance.

We use non-GAAP measures to assess our operating performance by excluding certain disclosed items that we believe are not representative of
our ongoing business. We believe non-GAAP financial measures provide investors with meaningful information to understand our underlying operating results and to analyze financial and business trends.

Non-GAAP financial measures, including Adjusted EBITDA, should not be viewed in isolation, are not a substitute for GAAP measures, and have
limitations which include but are not limited to:

•

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

•

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

 2

•

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

•

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

A reader may find any one or all of these items important in evaluating our performance. Management compensates for the limitations of using
non-GAAP financial measures by using them only to supplement our GAAP results to provide a more complete understanding of the factors and trends affecting our business. In evaluating these financial measures, the reader should be aware that we may
incur expenses similar to those eliminated in this presentation in the future.

 Comment 3 – Critical Accounting Policies and Estimates,
Goodwill, page 41

 You disclose that you had four reportable segments and thirteen reporting units as of September 30, 2014. Please
tell us how the reorganization that resulted in your recognition of seven reportable segments effective as of October 1, 2014 impacted your determination and recognition of your reporting units. Please ensure your response provides us with your
analysis of ASC 350-20-35-33 – 35-38 regarding the identification of your reporting units and ASC 350-20-35-45. Please
also refer to ASC 350-20-55-1 – 55-9 for additional guidance.

 Response:

As of September 30, 2014 the Company’s businesses were managed globally and reported under four global segments. Regional businesses operated under
these global segments, and thirteen reporting units were identified. The Company was reorganized effective October 1, 2014 under a new regional management structure, and we determined we have seven reportable segments. Under this new structure,
the businesses are managed regionally and retain their regional characteristics. We concluded that the Company has thirteen reporting units within our seven reportable segments.

We performed our evaluation of the components and reporting units in accordance with ASC 350-20-35-33 through 35-38 and considered the following economic
characteristics: the assets utilized in production and distribution, the types of products sold, the mode of supply, and the end markets/customers. Consistent with ASC 350-20-55-8, we did not aggregate similar components that related to different
operating segments. In most instances, an old reporting unit was equal to the new reporting unit or was included in the new reporting unit in its entirety, and the goodwill balance of the old reporting unit was transferred to the new reporting unit.
Our Latin America reporting unit is an example of one of the reporting units that did not change as a result of the reorganization.

 As we disclosed on
pages 41 and 66 of our 2014 Form 10-K, as of September 30, 2014, the majority of our goodwill was assigned to reporting units within the Merchant Gases and Electronics and Performance Materials segments. As we moved to the new reporting units
and conducted our analysis to reassign goodwill under the relative fair value approach as prescribed by ASC 350-20-35-45, the main area of change was associated with our Electronics tonnage business. This business was previously part of the
Electronics and Performance Materials segment. Under our new organization, it is now regionally aligned within each of our Industrial Gases segments (Americas, EMEA, and Asia).

 3

A portion of the goodwill from the old reporting unit was allocated to the respective new reporting units within each of those segments based on our estimates of their relative fair value. The
assumptions and methodologies for determining the fair value of the old reporting unit in total, and its individual pieces, were similar to those utilized in our annual impairment test conducted in the fourth quarter of fiscal year 2014.

Comment 4 – Critical Accounting Policies and Estimates, Goodwill, page 41

We note the material goodwill impairment charge you recorded during the current fiscal year. We also note the reporting unit the impairment charge related
to continues to have material goodwill and intangible assets. In order for investors to more fully understand the impairment charge you recorded and better assess the likelihood of additional impairment charges, please show us how you will revise
future filings to address the following:

•

Quantify and discuss the most significant assumptions you used to determine the impairment charge you recorded, including the growth projections;

•

Provide a sensitivity analysis related to the impairment charge you recorded that indicates the potential impact of changes in your significant assumptions on the fair value of the reporting unit at risk; and

•

Quantify and discuss the nature of any other material assets related to the reporting unit at risk, including the amount of intangible assets.

Response:

 We utilized both the income approach and the
market approach in determining the amount of goodwill impairment in our Latin America reporting unit in fiscal year 2014. For the income approach, we utilized the following significant assumptions: revenue growth rates, operating profit margins,
discount rate, and exit multiple to determine fair value. Under the market approach, we utilized market multiples of revenues and earnings of comparable publicly traded industrial gases companies in similar lines of business to determine fair value.
We consider our assumptions to be confidential; therefore, they are not specifically disclosed.

 Effective with the 2015 Form 10-K, we will revise our
Critical Accounting Policies and Estimates disclosure on pages 41 and 42 as underlined below:

 We conducted our annual goodwill impairment
testing as of 1 July 2014, the first day of the fourth quarter. Other than our Latin America reporting unit within the Merchant Gases segment, we determined that the fair value of each of our reporting units substantially exceeded its carrying
value, and therefore there were no indications of impairment. The Latin America reporting unit is composed predominately of our Indura business, with assets and goodwill associated with operations in Chile and other Latin American countries.
Recently, economic conditions in Latin America, including the impact of tax legislation in Chile, have been less favorable due to increasing inflation, a decline in Chilean manufacturing growth, and weaker export demand for many commodities. As a
result, we lowered our initial projections by approximately 2% for sales and approximately 6% for EBITDA margin for our Latin America reporting unit and determined that the associated goodwill was impaired. In the fourth quarter, we recorded
a noncash impairment charge of $305.2. Refer to Note 9, Goodwill, to the consolidated financial statements for additional information.

 4

 Due to the reorganization of our business effective as of 1 October 2014, we conducted an
additional impairment test on our existing reporting units as of 30 September 2014. The fair value of all of our reporting units except Latin America substantially exceeded their carrying value at 30 September 2014. The fair value of
our Latin America reporting unit exceeded its carrying value by approximately 10%. The fair value of the Latin America reporting unit at 30 September was estimated based on a similar outlook and assumptions as those used for the 1 July
2014 testing, and the fair value of the reporting unit exceeded its carrying value primarily due to depreciation and amortization and the impact of the Chilean tax rate change. Two primary drivers of fair value for this reporting unit are revenue
growth and EBITDA margin. Based on a sensitivity assessment of these two drivers, we determined that, with other assumptions held constant, a decrease in revenue growth rates of approximately 2% or a decrease in EBITDA margins of approximately 3%
would result in the fair value of the reporting unit being equal to its carrying value, which would require that we perform step 2 of the impairment analysis to assess the need for additional goodwill impairment.

As of 30 September 2014, the carrying value of Latin America goodwill was $232.7. The reporting unit has other material assets that
include: Plant and equipment, net of $454.6, Customer relationships of $222.0, and Trade names and trademarks of $74.6. The Trade names and trademarks are classified as indefinite-lived intangible assets. See impairment considerations for these
assets within the Plant and Equipment and Intangible Assets sections of our Critical Accounting Policy and Estimates. If economic conditions in the Latin America operating environment deteriorate further or the business fails to perform as
expected, an additional review of goodwill recoverability may be warranted.

 Comment 5 – Item 8. Financial Statements and Supplementary
Data, 1. Major Accounting Policies, Postemployment Benefits, page 55

 Please confirm and clarify in future filings, if accurate, that, in
addition to the criteria you disclose, termination benefits are accrued after a termination plan is communicated to employees as required by ASC 420-10-25-4. Otherwise, please more fully explain to us how you determined your policy is appropriate.

 Response:

 We acknowledge the staff’s
comment and respectfully advise that the Company has historically provided termination benefits in accordance with pre-existing severance policies and plans for eligible employees. To date, we have not provided one-time termination benefit
arrangements of significance.

 5

 In future filings, the Company will revise our disclosure to clarify this point as follows:

Postemployment Benefits

We provide termination benefits provided to employees as part of a cost reduction plan, such as that discussed in Note
4, Business Restructuring and Cost Reduction Actions, meet the definition of an ongoing benefit arrangements and record a liability is recognized for termination benefits when probable and estimable. These criteria
are met when management, with the appropriate level of authority, approves and commits to its plan of action for termination; the plan identifies the employees to be terminated and their related benefits; and the plan is to be completed within one
year. We do not provide one-time benefit arrangements of significance. During periods of operations where terminations are made on an as-needed basis, absent a detailed committed plan, terminations are accounted for on an individual
basis and a liability is recognized when probable and estimable. We have severance policies and plans for eligible employees.

 Comment 6
– Item 8. Financial Statements and Supplementary Data, 7. Summarized Financial Information of Equity Affiliates, page 65

 We note your
disclosure that summarized financial information you present has been “compiled based on the unaudited financial statements of the companies accounted for by the equity method.” Please explain to us the appropriateness of referring to your
apparent use and reliance on unaudited financial statements given that the summarized finan

February 26 , 2015

Via E -mail
Mr. Scott Crocco
Senior Vice President and Chief Financial Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, PA  18195

RE: Air Products and Chemicals, Inc.
Form 10 -K for t he Year E nded September 30, 2014
Filed November 24, 2014
  File No. 1 -4534

Dear Mr. Crocco :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended September 30, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 19

Results of Operations, page 22

1. Please revise future annual and quarterly filings to quantify and discuss the spe cific
factors that impact consolidated cost of sales and gross profit margins during each period
presented.

Reconciliation of Non -GAAP Financial Measures, page 30

2. You disclose that the presentation of non -GAAP measures is intended to enhance the
usefulne ss of your financial information by providing measures that management uses

Mr. Scott Crocco
Air Products and Chemicals, Inc.
February 26 , 2015
Page 2

 internally to evaluate operating performance and cash flow.  We further note your
disclosure on page 20 that you increased your focus on cash flow and introduced the non -
GAAP measu re, Adjusted EBITDA, in the fourth quarter.  As such, it appears to us that
you are using Adjusted EBITDA as both a performance and liquidity measure.
Therefore, please enhance your disclosures in future filings to also reconcile Adjusted
EBITDA to the mo st directly comparable GAAP liquidity measure, cash provided by
operating activities, and separately discuss the limitations of your non -GAAP measures
as both perf ormance and liquidity measures.

Critical Accounting Policies and Estimates, page 39

Goodwi ll, page 41

3. You disclose that you had four reportable segments and thirteen reporting units as of
September 30, 2014.  Please tell us how the reorganization that resulted in your
recognition of seven reportable segments effective as of October 1, 2014 impacted your
determination and recognition of your reporting units.  Please ensure your response
provides us with your analysis of ASC 350 -20-35-33 – 35-38 regarding the identification
of your reporting units and ASC 350 -20-35-45.  Please also refer to ASC 350 -20-55-1 –
55-9 for additional guidance.

4. We note the material goodwill impairment charge you recorded during the current fiscal
year.  We also note the reporting unit the impairment charge related to continues to have
material goodwill and intangible assets.  In order for investors to more fully understand
the impairment charge you recorded and better assess the likelihood of additional
impairment charges, please show us how you will revise future filings to address the
following:
 Quantify and discuss the most sig nificant assumptions you used to determine the
impairment charge you recorded, including the growth projections;
 Provide a sensitivity analysis related to the impairment charge you recorded that
indicates the potential impact of changes in your significant  assumptions on the
fair value of the reporting unit at risk; and
 Quantify and discuss the nature of any other material assets related to the
reporting unit at risk, including the amount of intangible assets.

Item 8. Financial Statements and Supplementary  Data, page 47

1. Major Accounting Policies, page 54
Postemployment Benefits, page 55

5. Please confirm and clarify in future filings, if accurate, that, in addition to the criteria you
disclose, termination benefits are accrued after a termination plan is communicated to

Mr. Scott Crocco
Air Products and Chemicals, Inc.
February 26 , 2015
Page 3

 employees as required by ASC 420 -10-25-4.  Otherwise, please more fully explain to us
how you determined your policy is appropriate.

7. Summarized Financial Information of Equity Affiliates, page 65

6. We note your disclosure that summari zed financial information you present has been
“compiled based on the unaudited financial statements of the companies accounted for by
the equity method .”  Please explain to us the appropriateness of referring to your apparent
use and reliance on unaudited  financial statements given that the summarized financial
information you provided is included in your audited financial statements, is covered by
your auditors’ report, and is required by Rule 4 -08(g) of Regulation S -X.

22. Income Taxes, page 91

7. We note that the foreign taxes and credits line item in your rate reconciliation contributed
to a decrease of 10% of your effective tax rate during the current period.  Please clarify
the nature of the items in the foreign taxes and credits line item in yo ur effective tax rate
reconciliations.  Please also explain to us your consideration of providing additional
disclosures, either in the income tax footnote or MD&A, regarding the impact of material
component(s) of this reconciling item on your income taxes .  Such disclosures should
have the objective of providing information about the quality of, and potential variability
of, your earnings and cash flow, so an investor can ascertain the likelihood that past
performance is indicative of future performance.  The disclosures may include identifying
your material tax jurisdictions along with their corresponding pre -tax earnings, statutory
tax rates, effective tax rates, and whether the mix has changed materially in the past or is
reasonably likely to change in t he future.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosure s they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Mr. Scott Crocco
Air Products and Chemicals, Inc.
February 26 , 2015
Page 4

  the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the  federal securities laws of the United
States.

You may contact Jeffrey Gordon, Staff Accountant, at (202) 551 -3866 or Anne
McConnell, Staff Accountant , at (202) 551 -3709 with any questions.

 Sincerely,

 /s/ John Cash

 John Cash
 Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

        March 12, 2014

Via E -mail
M. Scott Crocco
Senior Vice President and Chief Financial Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, Pennsylvania 18195 -1501

 Re: Air Products and Chemicals, Inc.
  Form 10 -K for the Fiscal Year Ended September 30, 2013
  Filed November 26, 2013
  File No. 1 -04534

Dear Mr. Crocco :

 We refer you to our comment letter dated February 20, 2014, regarding business contacts
with Syria.  We have completed our review of this subject matter.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose  the Commission
from taking any action with respect to the company or the filing and the company may not assert
staff comments as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Pamela Long
  Assistant Director
 Division of Corporation Finance

CORRESP
1
filename1.htm

Correspondence

Air Products and Chemicals, Inc.

M. Scott Crocco

7201 Hamilton Boulevard

Sr. Vice President and

Allentown, PA 18195-1501

Chief Financial Officer

Telephone (610) 481-6931

Fax 610-481-7009

E-mail croccoms@airproducts.com

 Ms. Cecilia Blye

 Chief,
Office of Global Security Risk

 Securities and Exchange Commission

Division of Corporate Finance

 100 F Street, N.E.

Washington, DC 20549

Re:
Air Products and Chemicals, Inc.

 Form 10-K for the Fiscal Year Ended September 30, 2013

 File No. 1-04534

 Dear Ms. Blye:

 In response to your letter of February 20, 2014, we provide the information below. The comment contained in your letter appears below in bold face
type for reference during your review.

 Comment:

You stated in your letter to us dated April 20, 2011 that your non-U.S. subsidiaries sold products into Syria. Syria is designated as a state sponsor
of terrorism by the State Department and is subject to U.S. economic sanctions and export controls. Please tell us about your contacts with Syria since the referenced letter. Your response should describe any products or services you have provided
into Syria, directly or indirectly, since the referenced letter, and any agreements, arrangements, or other contacts you have had with the government of Syria or entities it controls.

Response:

 The Company and its controlled
subsidiaries (the “Company”) do not have any employees or physical operations or investment in Syria. Neither Air Products and Chemicals, Inc. nor any other U.S. person affiliated with it has had any contact with Syria, whether directly or
indirectly, since our previous letter dated April 20, 2011.

 Certain of the Company’s non-U.S. subsidiaries had a very small amount of sales into Syria in 2011 and 2012.
No sales to Syrian customers have taken place since 2012 and all of the Company’s controlled subsidiaries have been instructed to decline all sales into Syria. The table below sets forth annual sales into Syria. These sales were less than one
hundredth of a percent of the Company’s revenues during those years.

 Year

Sales into Syria

% of Company’s Revenue

 2011

$
990,955

.0008

 2012

$
778,589

.0007

 None of the transactions involved any U.S. person acting in either a direct or indirect capacity; nor did they involve the
provision of any U.S. origin goods. In late 2012, all Company business with Syria ceased on a global basis.

 To the best of the Company’s knowledge,
information, and belief, the sales discussed above were made in compliance with U.S. laws, and the products sold were used primarily for medical equipment and the manufacture of polyurethane foam and epoxy paints. None of the products sold were
restricted under U.S. export administration regulations. None of the sales were made to the government of Syria or, to the knowledge of the Company, to entities controlled by it. The Company did not have any agreements or commercial arrangements or,
to the knowledge of the Company, contacts with the government of Syria or any entities controlled by that government. The Company has no physical assets in Syria and the Company does not have any interest in any Syrian entity.

In connection with this response, management acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in their filings;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange commission from taking any action with respect to the filing; and

•

the Company may not assert staff comments as a defense in any proceedings initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

Should the staff require any additional information, please contact me at 610-481-6931.

Yours truly,

M. Scott Crocco

Sr. Vice President and Chief Financial Officer

c:
Pradip Bhaumik

 Special Counsel, Office of Global Security Risk

Securities and Exchange Commission

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

        February 20 , 2014

Via E -mail
M. Scott Crocco
Senior Vice President and Chief Financial  Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown,  Pennsylvania 18195 -1501

 Re: Air Products and Chemicals, Inc.
  Form 10 -K for the Fiscal Year Ended September  30, 2013
  Filed November 26 , 2013
  File No. 1 -04534

Dear Mr. Crocco :

  We have limited our review of your filing to your contacts with a country that has  been
identified as a state sponsor  of terrorism, an d we have the following comment .  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we  are asking you to provide us with information so we may
better understand your disclosure.

  Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  I f you do not
believe our comment applies  to your facts and circumstances, please tell us why in your
response.

  After reviewing the information you provide in response to this comment , we may have
additional comments.

General
1. You stated in your letter  to us dated April 20, 2011 that your non -U.S. subsidiaries sold
products into Syria.  Syria is designated as a state sponsor of terrorism by the State
Department and is subject to U.S. economic sanctions and export controls.   Please tell us
about your con tacts with Syria since the referenced letter.   Your response should describe
any products or services you have provided into Syria, directly or indirectly, since the
referenced letter, and any agreements, arrangements, or other contacts you have had with
the government of Syria or entities it controls.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of

M. Scott Crocco
Air Products and Chemicals, Inc.
February 20 , 2014
Page 2

 1934 and all appl icable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comm ents, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclos e
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comment  or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Pamela Long
  Assistant Director
 Division of Corporation Finance

January 23, 2012
 Via E-mail

Mr. Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA  18195
RE: Air Products and Chemicals, Inc.
Form 10-K for the Year ended September 30, 2011
Filed November 22, 2011
  File No. 1-4534

Dear Mr. Huck:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Jeffrey Gordon for
  John Hartz
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

Air Products and Chemicals Inc.

Paul E. Huck

7201 Hamilton Boulevard

Sr. Vice President and

Allentown, PA 18195-1501

Chief Financial Officer

Tel (610) 481-7932

 Fax (610) 481-7009

e-mail: huckpe@airproducts.com

 20 January 2012

 Mr. John Hartz

 Senior Assistant Chief Accountant

Securities and Exchange Commission

 Division of
Corporate Finance

 Mail Stop 4631

100 F Street, N.E.

 Washington, D.C. 20549

RE:
Air Products and Chemicals, Inc.

Form 10-K for the Year Ended 30 September 2011

 Filed 22 November 2011

 File No. 1-4534

Dear Mr. Hartz:

 In response to your
letter of 12 January 2012, we provide the information below. Our responses have been numbered to correspond with the comments in your letter. The original comments, contained in your letter have been included in italics for reference during
your review.

 * * * * * * * * * *

 Comment 1 – General

 Where a comment below requests additional disclosures
or other revisions to be made, please show us in your supplemental response what the revisions will look like. These revisions should be included in your future filings.

 Response:

 In future filings, we will make the revisions described in our response to your
comment 2 as detailed below.

 Comment 2 - Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18, Liquidity and Capital Resources, page 28

 Given your significant foreign operations, please enhance your
liquidity disclosure to address the following:

•

 Disclose the amount of foreign cash and cash items and short-term investments you have as compared to your total amount of cash and cash
items and short-term investments as of September 30, 2011; and

•

 Discuss the fact that if the foreign cash and cash equivalents are needed for your operations in the U.S., you would be required to accrue
and pay U.S. taxes to repatriate these funds but your intent is to permanently reinvest these foreign amounts outside the U.S. and your current plans do not demonstrate a need to repatriate the foreign amounts to fund your U.S. operations, if true.

 Refer to Item 303(a)(1) of Regulation S-K, SEC Release 33-8350 Section IV and Financial
Reporting Codification 501.06.a.

 Response:

 In future filings, we will expand our discussion within Liquidity and Capital Resources to clarify any significant cash, and cash equivalents (cash items) held by our foreign subsidiaries. We will also
disclose, if applicable, that we would need to accrue and pay taxes if the funds were repatriated and that we do not intend to repatriate the funds.

 Revised Disclosure:

 The Company will include the following disclosure within Liquidity and
Capital Resources, updated for the current reporting period information:

 As of 30 September 2011, we had $409.9 of foreign cash and cash
items compared to a total amount of cash and cash items of $422.5. If the foreign cash and cash items are needed for operations in the U.S. or we otherwise elect to repatriate the funds, we may be required to accrue and pay U.S. taxes on a
significant portion of these amounts. However, since we have significant current investment plans outside the U.S., it is our intent to permanently reinvest the majority of our foreign cash and cash items outside the U.S. Further, our current plans
do not demonstrate a need to repatriate foreign funds in order to fund U.S. operations.

 Comment 3 – Item 8 – Financial
Statements and Supplementary Data, page 42, Note 21 – Income Taxes, page 82

 It appears that you generate a significant amount
of income from continuing operations before income taxes from locations outside of the United States and a significant portion of your provision for income taxes is also composed of non-U.S. amounts. Please tell us what countries comprise a material
amount of your foreign taxes and whether you generate a disproportionate amount of taxable income in countries with very low tax rates.

Response:

 The following countries
generated approximately 80% of the Company’s foreign tax provision in fiscal year 2011:

•

 United Kingdom

•

 South Korea

•

 Brazil

•

 People’s Republic of China

•

 Canada

•

 France

•

 Taiwan

 2

 Additionally, our income from continuing operations before taxes in fiscal year 2011 for countries with
statutory tax rates below 23% constituted approximately 6% of total foreign income from continuing operations before taxes and approximately 3% of total income from continuing operations before taxes. Therefore, the Company did not generate a
disproportionate amount of income from continuing operations before taxes in countries with very low statutory tax rates and we believe our current disclosures are adequate. If this changes and the change could have a material impact on the
Company’s results of operations in the future or expose the Company’s future results to uncertainties associated with economic or political conditions in low tax rate countries, we will revise our disclosures accordingly.

* * * * * * * * * *

 In
connection with this response, management acknowledges that:

•

 the company is responsible for the adequacy and accuracy of the disclosure in their filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission from taking any action
with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceedings initiated by the Securities and Exchange Commission or any person under the
federal securities laws of the United States

 Should the staff require any additional information, please contact myself at
610-481-7932.

Sincerely,

Paul E. Huck

Sr. Vice President and Chief Financial Officer

 3

January 12, 2012
 Via E-mail

Mr. Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA  18195
RE: Air Products and Chemicals, Inc.
Form 10-K for the Year ended September 30, 2011
Filed November 22, 2011
  File No. 1-4534

Dear Mr. Huck:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the Year Ended September 30, 2011

 General

 1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what th e revisions will look lik e.  These revisions
should be included in your future filings.

Mr. Paul E. Huck Air Products and Chemicals, Inc. January 12, 2012 Page 2

 Item 7 – Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 18
 Liquidity and Capital Resources, page 28

 2. Given your significant foreign opera tions, please enhance your liqui dity disclosure to address
the following:
 Disclose the amount of foreign cash and cas h items and short-term investments you have
as compared to your total amount of cash and ca sh items and short-term investments as of
September 30, 2011; and
 Discuss the fact that if the foreign cash  and cash equivalents are needed for your
operations in the U.S., you would be required to  accrue and pay U.S. taxes to repatriate
these funds but your intent is to permanently  reinvest these foreign amounts outside the
U.S. and your current plans do not demonstrat e a need to repatriate the foreign amounts
to fund your U.S. operations, if true.
Refer to Item 303(a)(1) of Regulation S-K, SEC Release 33-8350 Sec tion IV and Financial
Reporting Codification 501.06.a.
 Item 8 – Financial Statements and Supplementary Data, page 42

 Note 21 – Income Taxes, page 82

 3. It appears that you generate a significant amount of income  from continuing operations
before income taxes from locations outside of the United States and a significant portion of
your provision for income taxes is also composed  of non-U.S. amounts.  Please tell us what
countries comprise a material amount of your  foreign taxes and whether you generate a
disproportionate amount of taxable income in  countries with very low tax rates.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. Paul E. Huck Air Products and Chemicals, Inc. January 12, 2012 Page 3

You may contact Jeffrey Gor don, Staff Accountant, at (202)  551-3866 or, in his absence,
the undersigned at (202) 551- 3689 if you have questions regarding these comments.
      Sincerely,   /s/ Jeffrey Gordon for       John Hartz  Senior Assistant Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

April 29, 2011

Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, Pennsylvania 18195-1501
 Re: Air Products and Chemicals, Inc.
  Form 10-K for the Fiscal Year Ended September 30, 2010
  Filed November 23, 2010   File No. 1-04534   Response Letters Dated March 28, 2011 and April 20, 2011
Dear Mr. Huck:

We refer you to our comment letters date d March 15, 2011 and April 8, 2011 regarding
business contacts with Cuba, Iran, Sudan, and Syria.   We have completed our review of this
subject matter and have no further comments at this time.           S i n c e r e l y ,              C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk   cc:  Pamela Long   Assistant Director  Division of Cor poration Finance

CORRESP
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filename1.htm

Correspondence

Air Products and Chemicals, Inc.

Paul E. Huck

 7201 Hamilton Boulevard

Sr. Vice President and

 Allentown, PA 18195-1501

Chief Financial Officer

 Tel (610) 481-7932

 Fax (610) 481-7009

e-mail: huckpe@airproducts.com

 20 April 2011

 Ms. Cecilia Blye

 Chief, Office of Global Security Risk

Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

Washington, DC 20549

Re:
Air Products and Chemicals, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2010

 Dear Ms. Blye:

 In response to your letter of 8 April 2011, we provide the information
below. The comment contained in your letter has been included in bold face type for reference during your review. Capitalized terms have the meanings ascribed to them in the Company’s Form 10-K.

Comment

 Please refer to
comment 3 in our letter dated March 15, 2011. Tell us the dollar amount of revenue you derived from your direct and indirect sales to Syria in each of 2008 and 2009, and the dollar amount of any assets and liabilities associated with that
country during each of fiscal 2008, 2009, and 2010. In addition, please discuss the reasons you do not believe your business with Syria is material based on qualitative factors. Include discussion of the reasons you do not believe that your
relationship with PetroChina, a company that has been the object of divestment and related efforts due to its parent company’s operations in Sudan and Iran, will have a material impact on your reputation and share value.

 Ms. Cecilia Blye

 20 April 2011

  Page
 2

 Response:

 The Company and its subsidiaries (the “Company”) do not have any employees or physical operations or investments in Syria. Certain of the Company’s non-U.S. subsidiaries had a very small
amount of sales into Syria in 2008, 2009, and 2010. The table below sets forth annual sales into Syria. These sales were less than one hundredth of a percent of the Company’s revenues during those years.

 Year

Sales Into Syria

% of Company’s Revenue

 2008

$
102,249

.0010
%

 2009

$
124,764

.0015
%

 2010

$
515,291

.0057
%

 The Company has no physical assets in
Syria. The Company’s only assets and liabilities associated with Syria are receivables, which stood as follows at the fiscal year end indicated:

 Year

Receivables

 2008

$
5,941

 2009

$
(17,394
)

 2010

$
232,742

 To the best of the Company’s
knowledge, information, and belief, the sales reflected in the first table were made in compliance with U.S. laws and none of the products sold were manufactured in the U.S. The products sold are used for medical purposes and the manufacture of
polyurethane foam and epoxy paints. None of the sales were to the government of Syria or, to the knowledge of the Company, to entities controlled by it. The Company did not have any agreements or commercial arrangements or, to the knowledge of the
Company, contacts with the government of Syria or any entities controlled by that government. In addition, the Company does not have any interest in any Syrian company.

 Ms. Cecilia Blye

 20 April 2011

  Page
 3

 We believe these sales are highly unlikely to give rise to any adverse investor reaction because of the
extremely limited extent of those activities and the nature of the customers involved. From a qualitative perspective, we also believe the sales into Syria to be immaterial. The Company’s investor relations department has not received any
inquiries or questions from investors or analysts regarding sales into Syria.

 The Company does not believe that its relationship with
PetroChina Company Ltd. (“PetroChina”) will have a material impact on its reputation or share value. The Company’s relationship is with a subsidiary of PetroChina which operates exclusively in Sichuan, China and is partly owned by the
Sichuan municipal government. Although the Company is aware that PetroChina itself has been the object of divestment campaigns based on the operations of its majority shareholder, China National Petroleum Company, in Sudan and Iran, these campaigns
targeted mutual funds or other entities that invested in PetroChina. The Company is not aware of any divestment efforts targeting companies that are only engaged in commercial relationships with PetroChina’s subsidiaries. Moreover, none of the
Company’s investors or analysts have expressed concern to the Company regarding its relationships with PetroChina based on the activities of China National Petroleum Company.

* * * * * * * * * *

 In
connection with this response, management acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in their filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission from taking any action
with respect to the filing; and

 Ms. Cecilia Blye

 20 April 2011

  Page
 4

•

 the Company may not assert staff comments as a defense in any proceedings initiated by the Securities and Exchange Commission or any person under the
federal securities laws of the United States.

 Should the staff require any additional information, please contact me at
610-481-7932.

Yours truly,

/s/ Paul E. Huck

Paul E. Huck

Sr. Vice President and

Chief Financial Officer

c:

Pradip Bhaumik

Special Counsel, Office of Global Security Risk

Securities and Exchange Commission

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

April 8, 2011

 Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, Pennsylvania 18195-1501
 Re: Air Products and Chemicals, Inc.
  Form 10-K for the Fiscal Year Ended September 30, 2010
  Filed November 23, 2010   File No. 1-04534   Response Letter Dated March 28, 2011

Dear Mr. Huck:
We have reviewed your response lett er and have the following comment.
  Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.  General

1. Please refer to comment 3 in our letter dated March 15, 2011.  Tell us the dollar amount
of revenue you derived from your direct and indirect sales to Sy ria in each of 2008 and
2009, and the dollar amount of any assets and liabilities associated with that country
during each of fiscal 2008, 2009, and 2010 .  In addition, please discuss the reasons you
do not believe your business with Syria is materi al based on  qualitative  factors.  Include
discussion of the reasons you do not believe th at your relationship with PetroChina, a
company that has been the object of divestme nt and related efforts due to its parent
company’s operations in Sudan and Iran, will have a material impact on your reputation
and share value.  Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or  me at (202) 551-

Paul E. Huck
Air Products and Chemicals, Inc. April 8, 2011 Page 2  3470 if you have any questions abou t the comment or our review.
          S i n c e r e l y ,              C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk   cc:  Pamela Long   Assistant Director  Division of Cor poration Finance

CORRESP
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filename1.htm

Correspondence

Air Products and Chemicals, Inc.

Paul E. Huck

7201 Hamilton Boulevard

Sr. Vice President and

Allentown, PA 18195-1501

Chief Financial Officer

Tel (610) 481-7932

 Fax (610) 481-7009

e-mail:    huckpe@airproducts.com

 28 March 2011

 Ms. Cecilia Blye

 Chief, Office of Global Security Risk

Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

Washington, DC 20549

Re:
Air Products and Chemicals, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2010

 File No. 1-04534

 Dear Ms. Blye:

 In response to your letter of 15 March 2011, we provide the information below. Our responses have been numbered to correspond with the comments in your letter. The original comments contained in your
letter have been included in bold face type for reference during your review. Capitalized terms have the meanings ascribed to them in the Company’s Form 10-K.

 Comment 1

 We note on page 6 in your Form 10-K that you own interests
in entities operating in Africa, the Middle East, and Latin America, regions generally understood to include Sudan, Iran, Syria, and Cuba. Cuba, Iran, Sudan, and Syria are identified by the State Department as state sponsors of terrorism and are
subject to U.S. economic sanctions and export controls. We note that your Form 10-K does not include disclosure regarding contacts with the referenced countries. Please describe to us the nature and extent of your past, current, and anticipated
contacts with Cuba, Iran, Sudan, and Syria, if any, whether through subsidiaries, affiliates, joint ventures, or other direct or indirect arrangements. Your response should describe any materials, including chemicals, products, technology,
equipment, components, information, and services that you have provided, or intend to provide, into Cuba, Iran, Sudan, and Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the
governments of the referenced countries or entities controlled by those governments.

 Ms. Cecilia Blye

 28 March 2011

  Page
 2

 Response:

 The Company and its subsidiaries and affiliates do not have and do not intend to have any contacts with Cuba, Iran, or Sudan; and the Company and its subsidiaries do not, directly or indirectly, provide
or intend to provide any products or services into Cuba, Iran, or Sudan. The Company has implemented globally an enterprise resource planning (ERP) system which screens all countries and business partners and denies requested vendors or purchasers
with addresses within these countries or who are identified by the Office of Foreign Asset Control (OFAC) as Specially Designated Nationals (SDNs) of these countries, wherever located. The Company’s ERP system has associated export compliance
software which blocks all sales to destinations within these countries or to persons identified by the OFAC as SDNs of these countries. The few Company or affiliate locations that do not use this software are regularly trained and monitored with
respect to export compliance.

 Until the Company implemented its ERP system in 2002, non-U.S. person affiliates of the Company did make
minimal sales to Iran of non-U.S. origin commodities classified as EAR99 under the U.S. Export Administration Regulations (EAR). To the best of my knowledge, understanding, and belief, no sales to Iran have taken place since then.

The Company’s export compliance software also blocks any sales to destinations within Syria or to SDNs of Syria, wherever located. However, these
blocked sales are reviewed, and sales into Syria of non-U.S. origin commodities for legitimate commercial end uses and end users by non-U.S. person affiliates of the Company may be authorized. These commodities would also be classified as EAR99
under the EAR. Non-U.S. origin sales for calendar year 2010 were less than $1 million USD.

 To the best of my knowledge, understanding,
and belief, the Company and its subsidiaries and affiliates do not have any commercial arrangements, agreements or other contacts, directly or indirectly, with the governments of Cuba, Iran, Sudan, or Syria, or entities controlled by these
governments.

 Ms. Cecilia Blye

 28 March 2011

  Page
 3

 Comment 2

 Please tell us whether, to the best of your knowledge, understanding, and belief, any of the materials, including chemicals, products, technology, equipment, or components you may have provided or may
intend to provide, directly or indirectly, into Cuba, Iran, Sudan, and Syria, are controlled items included in the Department of Commerce’s Commerce Control List. If so, tell us whether any such items have weapons or other military uses, and
describe such possible uses of which you are aware. Also, advise us whether, to the best of your knowledge, understanding, and belief, any such items have been put to weapons or other military uses by Cuba, Iran, Sudan, or Syria, and discuss any
such uses of which you are aware.

 Response:

 To the best of my knowledge, understanding, and belief, the Company has not provided and does not intend to provide materials, including chemicals, products, technology, or equipment, directly or
indirectly, into Cuba, Iran, Sudan, and Syria, that are controlled items included in the Department of Commerce’s Commerce Control List.

Comment 3

 Please discuss the
materiality of any contacts with Cuba, Iran, Sudan, and Syria, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts
of any revenues, assets, and liabilities associated with each of the referenced countries for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would
deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or
adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. In this regard, we are aware of a June 2010 news report that your joint venture company based in China had
agreed to construct a hydrogen production facility for PetroChina Company Limited, a company that has been the object of divestment and related efforts resulting from its parent company’s operations in Sudan and Iran. Please discuss the
potential impact on your reputation and share value of your joint venture’s relationship with PetroChina.

 Ms. Cecilia Blye

 28 March 2011

  Page
 4

 Response:

 The Company has no contacts with Cuba, Iran, or Sudan. The Company’s U.S. operations have no contacts with Syria. Any contacts with Syria originating outside the U.S. are quantitatively and
qualitatively immaterial.

 The Company’s joint venture company based in Sichuan, China, will provide hydrogen to PetroChina Company Ltd.,
a publicly-listed subsidiary of China National Petroleum Corporation (CNPC). The Company does not believe the operations of CNPC will have a material impact on the Company’s reputation or share value. The Company’s agreement to provide
hydrogen to PetroChina is expected to increase the value of shares of the Company.

 * * * * * * * * * *

In connection with this response, management acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in their filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission from taking any action
with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceedings initiated by the Securities and Exchange Commission or any person under the
federal securities laws of the United States.

 Should the staff require any additional information, please contact me at
610-481-7932.

 Yours truly,

/s/ Paul E. Huck

 Paul E. Huck

 Sr. Vice
President and

 Chief Financial Officer

c:
Pradip Bhaumik

 Special Counsel,
Office of Global Security Risk

 Securities and Exchange Commission

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
March 15, 2011

Paul E. Huck Senior Vice President and Chief Financial Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard Allentown, Pennsylvania 18195-1501
 Re: Air Products and Chemicals, Inc.
  Form 10-K for the Fiscal Year Ended September 30, 2010
  Filed November 23, 2010   File No. 1-04534
Dear Mr. Huck:

We have limited our review of your filing to your  contacts with countries that have been
identified as state sponsors of terrorism, and we  have the following comments.  Our review with
respect to this issue does not prec lude further review by the Assist ant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.  General

1. We note on page 6 in your Form 10-K that you own interests in entities operating in
Africa, the Middle East, and Latin America,  regions generally understood to include
Sudan, Iran, Syria, and Cuba.  Cuba, Iran, S udan, and Syria are identified by the State
Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and
export controls.  We note that your Form 10- K does not include disclosure regarding
contacts with the referenced countries.  Please de scribe to us the nature  and extent of your
past, current, and anticipated contacts with Cuba, Iran, Sudan, and Syria, if any, whether
through subsidiaries, affiliates, joint ventures, or other direct  or indirect arrangements.
Your response should describe  any materials, including chem icals, products, technology,
equipment, components, information, and serv ices that you have provided, or intend to
provide, into Cuba, Iran, Sudan, and Syria, di rectly or indirectly, and any agreements,
commercial arrangements, or other contacts you have had wi th the governments of the
referenced countries or entitie s controlled by those governments.

Paul E. Huck
Air Products and Chemicals, Inc. March 15, 2011 Page 2

2. Please tell us whether, to the best of your knowledge, understanding, and belief, any of
the materials, including chemicals, produc ts, technology, equipmen t, or components you
may have provided or may intend to provide, directly or indirectly, into Cuba, Iran,
Sudan, and Syria, are controlled items in cluded in the Department of Commerce’s
Commerce Control List.  If so, tell us whet her any such item ha ve weapons or other
military uses, and describe such possible uses of which you are aware.  Also, advise us whether, to the best of your knowledge, unde rstanding, and belief, any such items have
been put to weapons or other military uses  by Cuba, Iran, Sudan, or Syria, and discuss
any such uses of which you are aware.
3. Please discuss the materiality of any contac ts with Cuba, Iran, Sudan, and Syria, and
whether those contacts constitute a material in vestment risk for your security holders.
You should address materiality in quantitati ve terms, including the approximate dollar
amounts of any revenues, assets, and liabilities associated w ith each of the referenced
countries for the last three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factor s that a reasonable in vestor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and sh are value.  Various state and municipal
governments, universities, and other investor s have proposed or a dopted divestment or
similar initiatives regarding investment in companies that do business with U.S.-
designated state sponsors of terrorism.  In th is regard, we are aware of a June 2010 news
report that your joint venture company based in China had agreed to  construct a hydrogen
production facility for PetroChina Company Li mited, a company that has been the object
of divestment and related efforts resulting fr om its parent company’s operations in Sudan
and Iran.  Please discuss the potential impact  on your reputation and share value of your
joint venture’s relationship with PetroChina.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts rela ting to the company’s disclosure , they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by

Paul E. Huck
Air Products and Chemicals, Inc. March 15, 2011 Page 3
the Commission or any person under the federa l securities laws of  the United States.
 Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or  me at (202) 551-
3470 if you have any questions abou t the comments or our review.
          S i n c e r e l y ,              C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk   cc:  Pamela Long   Assistant Director  Division of Cor poration Finance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

February 23, 2011
 Mr. Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA  18195
 RE: Air Products and Chemicals, Inc.
Form 10-K for the year en ded September 30, 2010
Form 10-Q for the quart er ended December 31, 2010
Schedule 14A filed December 15, 2010
  File No. 1-4534

Dear Mr. Huck:
We have completed our review of your  filings and do not have any further
comments at this time.          S i n c e r e l y ,            John Hartz   Senior Assistant    Chief Accountant

CORRESP
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filename1.htm

Correspondence

 Air Products and Chemicals, Inc.

 7201 Hamilton Boulevard

 Allentown, PA 18195-1501

Tel (610) 481-7932

 Fax (610) 481-7009

e-mail: huckpe@airproducts.com

 Paul E. Huck

 Sr. Vice President and Chief Financial Officer

 15 February 2011

 Mr. John Hartz

 Senior Assistant Chief Accountant

Securities and Exchange Commission

 Division of
Corporate Finance

 Mail Stop 4631

100 F Street, N.E.

 Washington, DC 20549

Re:
Air Products and Chemicals, Inc.

Form 10-K: For the Year Ended September 30, 2010

 Form 10-Q for the Quarter Ended December 31, 2010

 Schedule 14A Filed
December 15, 2010

 File No. 1-4534

 Dear Mr. Hartz:

 In response to your letter of 3 February 2011, we provide the
information below. Our responses have been numbered to correspond with the comments in your letter. The original comments contained in your letter have been included in bold face type for reference during your review. Capitalized terms have the
meanings ascribed to them in the Proxy Statement. Page numbers refer to the Proxy Statement.

 Mr. John Hartz

 15 February 2011

  Page
 2

 DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A

Comment 1 – Compensation of Directors, page 15

 In future filings, please disclose whether your directors are in compliance with the stock ownership guidelines described in the fourth paragraph.

Response:

 All directors are in
compliance with the stock ownership guidelines for directors. In future filings, we will disclose whether directors are in compliance with these guidelines.

 Comment 2 – Compensation of Executive Officers, page 28

 Historical
Alignment, page 32. We note your disclosure in the last paragraph on page 33 that your compensation committee concluded that your compensation program is balanced and does not motivate imprudent risk taking. This disclosure appears to be based
on Item 402(s) of Regulation S-K; however, this statement does not conform to the specific language used in Item 402(s). Please advise us as to whether you have determined that your compensation program is not reasonably likely to
result in a material adverse effect on your company and the basis for this conclusion. Please also describe to us in greater detail the process you undertook to reach this conclusion.

 Response:

 The Company has determined that risks arising from its
compensation policies and practices for its employees are not reasonably likely to have an adverse material effect on the Company. Accordingly, the Company is not required to make an affirmative statement with respect to Item 402(s) of
Regulation S-K1. The referenced disclosure was included to provide shareholders with
an understanding of one of the important activities undertaken by the Committee during the year in fulfilling its responsibilities to shareholders.

1
Item 402(s) of Regulation S-K calls for disclosure “[t]o the extent that risk arising from the registrant’s compensation policies and practices for
its employees are reasonably likely to have a material adverse effect on the registrant….” The Staff noted in Release No. 33-9089, which adopted Item 402(s), that “the final rule does not require a company to make an
affirmative statement that it has determined that the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the company.”

 Mr. John Hartz

 15 February 2011

  Page
 3

 The Company’s determination that the risks arising from its compensation policies and practices are
not reasonably likely to have a material adverse effect on the Company occurred in a two-step process:

(1)
The Committee engaged its independent compensation consultant, Farient Advisors, LLC (“Farient”), to analyze the potential relationship between its Executive
Officer compensation practices and financial risk for the Company. To do so, Farient used a proprietary methodology that compared the Company’s Executive Officer compensation risk relative to its business risk. To evaluate Executive Officer
compensation risk, Farient considered a number of quantitative aspects of the Company’s Executive Officer compensation package (focusing primarily on CEO and CFO compensation), including weighting of revenue growth in performance measures,
nature of return measures, risk adjustment of performance measures, positioning of growth versus return measures, leverage of incentive compensation, time horizon for payouts, and risk mitigating features.

Based on the analysis, Farient concluded that the Company’s Executive Officer compensation was characterized by balanced performance
metrics and reasonable leverage, provided a long-term payout horizon, and included a number of risk mitigation features such as claw backs, stock ownership guidelines, and equity holding periods. Farient reviewed its detailed analysis and
conclusions with the Committee, which was thereby satisfied that the Company’s Executive Officer compensation program does not promote excessive risk taking that is reasonably likely to result in a material adverse effect on the Company.

(2)
 For compensation policies and practices beneath the Executive Officer level, Human Resources conducted an evaluation of whether there were roles in the
organization that have the ability to subject the Company to material and excessive risks and

 Mr. John Hartz

 15 February 2011

  Page
 4

reviewed the structure of compensation plans at all levels in the organization. With respect to the former, Human Resources determined that the Company’s standing delegations of authority
policy, which is approved by the Board; its system of internal controls; and its treasury policies on derivatives prevent individual employees from making commitments or investments on behalf of the Company that would expose it to material adverse
consequences. A global inventory of incentive compensation programs was then compiled. Each program was reviewed to understand the potential level of payout, including caps on payouts; the metrics to determine the payouts; and the program’s
governance and documentation. On the basis of this review, Human Resources concluded that the Company’s non Executive Officer compensation practices and policies do not create risks that are reasonably likely to result in a material
adverse effect on the Company. A summary of the review was documented in a written report to the Committee.

 Comment 3
– Components of Compensation, page 37

 On page 36, we note that you benchmark total direct compensation opportunity for
named executive officers at the median value for the Market Reference Group. However, it is unclear from your disclosure whether you benchmark individual components of compensation, such as base salary, annual incentive compensation, and long-term
compensation. In future filings, please clearly identify the elements of compensation subject to benchmarking, identify the benchmark for each named executive officer, and disclose where actual payments fell within the targeted parameters for each
named executive officer. To the extent actual compensation was outside the targeted range, please explain why. Refer to Item 402(b)(2)(xiv) of Regulation S-K. Using information for your most recently completed fiscal year, please show us
in your response what your revised disclosure will look like.

 Mr. John Hartz

 15 February 2011

  Page
 5

 Response:

 The Company respectfully submits that it has disclosed the use of benchmarking for individual components of Named Executive Officer compensation. In the discussion of each individual component of
compensation, the proxy statement discloses the benchmark for that component as follows:

 “Base salary is generally
targeted at the median compared to similar positions in the Market Reference Group, with adjustment for proficiency, performance, experience, and the uniqueness of the responsibilities held by certain Executive Officers. For 2010, however,
all Executive Officers’ base salaries were held at 2009 levels [p. 37, emphasis added].”

 “Target bonus
opportunities under the Annual Incentive Plan are intended to approximate the median level for comparable positions within the Market Reference Group. Actual bonuses may be above or below target bonuses depending upon the Company’s
fiscal year performance as measured by the performance metrics established by the Committee at the beginning of the fiscal year. . . . For fiscal year 2010, target bonuses as a percent of base salary for all Named Executive Officers approximated
median for the Market Reference Group [p. 37 emphasis added].”

 When setting these intended [long-term incentive
award] values, the Committee considers the Market and Peer Reference Group competitive data, individual performance, relative experience, and target total direct compensation opportunities for each Executive Officer. As noted above, the expected
value of the total combined long-term incentive compensation awards to Named Executive Officers, when performance meets targets, is generally intended to approximate the 50th percentile of the Market and Peer Reference Groups, although specific
positioning may differ by individual [p. 39 emphasis added].

 In future filings, we will enhance our disclosure to indicate if base
salary, target annual incentive awards, and intended long-term incentive values are outside of the targeted median range as indicated below. In the case of annual and long-term incentive compensation, as disclosed, actual payments
exceed or fall short of the target range based on the Company’s performance and the relative performance of the Company’s stock2. For fiscal year 2010, annual incentive awards exceeded target due to the Company’s strong

2
 See page 37: “Actual bonuses may be above or below target bonuses depending upon the Company’s fiscal year performance as measured by the
performance metrics . . .”; and page 39: “The actual value realized may differ significantly (up or down) from the intended value due to Company stock price performance over the life of the awards, and the extent to which performance
targets are met.”

 Mr. John Hartz

 15 February 2011

  Page
 6

operating performance, as described on page 38. (The chart on page 33 of the proxy statement indicates the difference between the target award and the actual payment). Actual payments of
long-term incentive awards cannot be determined at this time.

 Revised Disclosure3:

(Page 37) Base salaries for Executive Officers are reviewed on an annual basis with the Committee’s external consultant. Base salary is
generally targeted at the median compared to similar positions in the Market Reference Group, with adjustment for proficiency, performance, experience, and the uniqueness of the responsibilities held by certain Executive Officers. For 2010, all
Named Executive Officers’ base salaries were approximately at median except for Mr. Jones, whose base salary was below median due to his recent assumption of his current accountabilities and the Committee’s decision to hold base
salaries at 2009 levels for 2010. The Named Executive Officer salaries approved for the year appear in the Summary Compensation Table on page 43.

 . . .

 (Page 39) The Committee determined the level of long-term incentive grants for fiscal
year 2010 at the beginning of the fiscal year. Prior to making the grants, the Committee established an intended long-term incentive dollar value for each Executive Officer. When setting these intended values, the Committee considers the Market
and Peer Reference Group competitive data and target total direct compensation opportunities for each Executive Officer. It is the Committee’s intent that the long-term incentive value approximate the median award for the Reference Groups and
bring the total direct compensation opportunity for each Executive Officer to approximately the median level when combined with base salary and target Annual Incentive Plan awards. The Committee has determined that this important element of
compensation should target the median level to enable the Company to attract talented and experienced managers who have a choice about where they work, and to discourage them from seeking other opportunities.

Individual performance or other factors may result in awards which are above or below the median. These factors include tenure and experience,
retention concerns, subjective evaluations of performance, historical grant levels, and other recent compensation actions with respect to the individual such as special one-time retention awards. For 2010, all intended long-term incentive award
values approximated median except for Ms. Minella’s,

3
 Additional, revised, and relocated disclosures are underlined in the Revised Disclosures throughout this response letter. Deletions are not marked except where noted. The Revised Disclosure above for
page 39 also includes revisions related to Comments 7 and 8.

 Mr. John Hartz

 15 February 2011

  Page
 7

which exceeded median. The Committee determined to maintain Ms. Minella’s award value at this level despite fluctuations in the median award level for her position in the Market
Reference Group due to her sustained high performance. Intended long-term incentive values for the Named Executive Officers are reflected in the chart on page 33. The actual value realized may differ significantly (up or down) from the
intended value due to Company stock price performance over the life of the awards, and the extent to which performance targets are met.

Comment 4 – Annual Incentive Plan, page 37

 In future filings, please discuss in greater detail how you determine the amount of each named executive officer’s annual incentive compensation. Refer to Item 402(b)(1)(v) of
Regulation S-K. Please disclose how the actual results achieved for each performance goal led to the amount awarded to each named executive officer. Specifically, please disclose the formula you reference in the first paragraph of page 38
and how you used this formula to determine the payout range of 148%-205%. Additionally, please disclose the relationship between the payout range and the 2010 Bonus Factor Schedules for % EPS Growth and ROCE Spread. Using information for your most
recently completed fiscal year, please show us in your response what your revised disclosure will look like.

 Response:

The Company believes that the existing disclosure covers all material aspects of the determination of annual incentive award amounts. The process for
determining the range of bonus awards is described in detail on pages 37-38.4 The disclosure informs shareholders of:

•

 Target and actual bonuses for each Named Executive Officer (page 33),

•

 The measures of corporate performance used to determine payout factors for annual bonuses and why the Committee selected them,

•

 The relative weighting of each of the performance measures,

•

 The level of payout factor associated with different levels of achievement with respect to each performance measure,

•

 That the range for actual bonuses is determined by multiplying the target bonus times the payout factor;

4
For convenience, this description is reproduced in the attached Exhibit.

 Mr. John Hartz

 15 February 2011

  Page
 8

•

 The actual results achieved for each performance measure,

•

 The manner in which these results were calculated, and

•

 The payout range from which the Committee determined the bonuses.

 The formula referenced on page 38 is a technical aspect of the process that is used to determine the amount of corporate funds potentially available for annual incentive awards to the approximately
400 eligible employees and cap the amount of bonus that can be awarded to any Named Executive Officer. It mechanically converts the unadjusted payout factor derived from the charts on pages 37 and 38 to a range of 30 percentage points above and
below the unadjusted factor, which allows the Committee to reward or penalize nonfinancial

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

February 3, 2011
 Mr. Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA  18195
 RE: Air Products and Chemicals, Inc.
Form 10-K for the year en ded September 30, 2010
Form 10-Q for the quart er ended December 31, 2010
Schedule 14A filed December 15, 2010
  File No. 1-4534

Dear Mr. Huck:
We have limited our review to  those issues we have addressed in our comments.
In some of our comments, we may ask you to  provide us with information so we may
better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments appl y to your facts and circumst ances or do not believe an
amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A

 Compensation of Directors, page 15

1. In future filings, please disclose whether your directors are in compliance with the
stock ownership guidelines described in the fourth paragraph.
 Compensation of Executive Officers, page 28

 Historical Alignment, page 32

2. We note your disclosure in the last pa ragraph on page 33 that your compensation
committee concluded that your compensation program is balanced and does not motivate imprudent risk taking.  This di sclosure appears to be based on Item

Mr. Paul E. Huck
Air Products and Chemicals, Inc. February 3, 2011 Page 2
402(s) of Regulation S-K; however, this  statement does not conform to the
specific language used in Item 402(s).  Pl ease advise us as to whether you have
determined that your compensation program is not reasonably likely to result in a
material adverse effect on your company and the basis for this conclusion.  Please
also describe to us in greater detail the process you undertook to reach this
conclusion.
 Components of Comp ensation, page 37

3. On page 36, we note that you benchmark total direct compensation opportunity
for named executive officers at the median  value for the Market Reference Group.
However, it is unclear from your disclo sure whether you benchmark individual
components of compensation, such as base  salary, annual incentive compensation,
and long-term compensation.  In future  filings, please clearly identify the
elements of compensation subject to benchmarking, identify the benchmark for each named executive officer, and disclose where actual payments fell within the targeted parameters for each named executive officer.  To the extent actual compensation was outside the targeted range , please explain why.  Refer to Item
402(b)(2)(xiv) of Regulation S-K.  Usi ng information for your most recently
completed fiscal year, please show us  in your response what your revised
disclosure will look like.
 Annual Incentive Plan, page 37

4. In future filings, please discuss in great er detail how you determine the amount of
each named executive officer’s annual in centive compensation.  Refer to Item
402(b)(1)(v) of Regulation S-K.  Please di sclose how the actua l results achieved
for each performance goal led to the am ount awarded to each named executive
officer.  Specifically, please disclose the formula you reference in the first
paragraph of page 38 and how you used this formula to determine the payout range of 148%-205%.  Additionally, please disclose the relationship between the
payout range and the 2010 Bonus Factor Schedules for % EPS Growth and ROCE
Spread.  Using information for your most recently completed fiscal year, please
show us in your response what your revised disclosure will look like.

5. We note your statements that the comm ittee determines actual payout factors
based on individual and company perf ormance and that the committee can
determine a payout factor for each in dividual executive officer up to the
maximum of the range.  We further note your discussion in the third full
paragraph on page 38.  In future filings, please discuss in more detail the specific items of corporate performance and the elements of individual performance and
contribution that are taken into account when determining each named executive
officer’s payout factor.  Re fer to Item 402(b)(2)(v) and (vii) of Regulation S-K.

Mr. Paul E. Huck
Air Products and Chemicals, Inc. February 3, 2011 Page 3
Using information for your most recently completed fiscal year, please show us in your response what your revise d disclosure will look like.

6. In footnotes 13 and 14 on pages 38 and 40, we note your disclosure that the
committee excluded certain extraordinar y costs from fiscal year 2010 and 2009
results in determining fiscal year 2010 pe rformance.  In future filings, please
disclose what costs were excluded.  Us ing information for your most recently
completed fiscal year, please show us  in your response what your revised
disclosure will look like.
 Long-Term Incentives, page 38

7.  Although you provide general disclosu re relating to the procedure for
determining the amount of securities  granted, your disclosure does not
meaningfully convey the reasons why the actual amounts awarded for these forms of compensation were appr opriate under the circumstances.  Please revise
accordingly in future filings.  Using info rmation for your most recently completed
fiscal year, please show us in your re sponse what your revised disclosure will
look like.

8. We note your disclosure on page 39 that  the committee established an intended
long-term incentive dollar value for each executive officer by considering individual performance among other factors.   In future filings, please discuss in
more detail the elements of individual pe rformance and contribution that are taken
into account when making this determin ation.  Refer to Item 402(b)(2)(vii) of
Regulation S-K.  Using information for your  most recently completed fiscal year,
please show us in your response what your revised disclosure will look like.
 2010 Payout for FY2008-2010 Performance, page 40

9. In future filings, please discuss in great er detail how you determine the amount of
performance shares to award each name d executive officer.  Refer to Item
402(b)(1)(v) of Regulation S-K.  Please di sclose how the actua l results achieved
for each performance goal led to the am ount awarded to each named executive
officer.  Specifically, please disclose how you calculated the payout level of 141%
of the target shares.  Additionally, please  disclose the relationship between this
payout level and factors associated with  ROCE Spread and EPS Growth.  Using
information for your most recently complete d fiscal year, please  show us in your
response what your revised disclosure will look like.

Mr. Paul E. Huck
Air Products and Chemicals, Inc. February 3, 2011 Page 4
FORM 10-Q FOR THE FISCAL PE RIOD ENDED DECEMBER 31, 2010

 Controls and Procedures, page 26

10. We note that the description of your disclosu re controls and procedures in the first
sentence of the first paragraph does not conform to the definition of disclosure
controls and procedures se t forth in Exchange Act Rule 13a-15(e).  In future
filings, please either describe your disclo sure controls and pr ocedures using the
full definition of disclosure controls a nd procedures set forth in the applicable
rules, or you may simply omit the descrip tion and refer to the applicable rules.

11. We note that the conclusion regarding eff ectiveness is qualified by the statement
“to provide reasonable assurance of the ach ievement of the objectives described
above.”  This qualifier is not part of the disclosure controls and procedures
definition contained in Exchange Act Rule  13a-15(e) and is not appropriate.  In
future filings, please revise to provide the conclusion regarding effectiveness based on the full definition of disclosure c ontrols and procedures set forth in the
applicable rules.  Alternatively, you may si mply state that your  certifying officers
concluded on the applicable date that your disclosure controls and procedures
were effective.  Finally, please confirm to us that your CEO and CFO concluded
that your disclosure controls and pro cedures were effective based on the full
definition of disclosure controls and proce dures set forth in the applicable rules.

You may contact Jessica Ka ne, Staff Attorney, at (202) 551-3235 or, in her
absence, Andrew Schoeffler, Staff Attorney, at (202) 551-3748 if you have any questions
regarding legal or disclosure matters.  Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, the undersigned at (202) 551-3689 if you have
questions regarding comments on the financia l statements and related matters.
       Sincerely,          John Hartz  Senior Assistant   Chief Accountant

CORRESP
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filename1.htm

Correspondence

Air Products and Chemicals Inc.

Paul E. Huck

7201 Hamilton Boulevard

Sr. Vice President and

Allentown, PA 18195-1501

Chief Financial Officer

Tel (610) 481-7932

Fax (610) 481-7009

e-mail:huckpe@airproducts.com

 21 December 2011

 Mr. John Hartz

 Senior Assistant Chief Accountant

Securities and Exchange Commission

 Division of
Corporate Finance

 Mail Stop 4631

100 F Street, N.E.

 Washington, D.C. 20549

RE:
Air Products and Chemicals, Inc.

Form 10-K: For the Year Ended 30 September 2010

 File No. 1-4534

 Dear Mr. Hartz:

 In response to your letter of 17 December 2010, we provide the information below. Our responses have been numbered to correspond with the comments in your letter. The original comments, contained in
your letter have been included in italics for reference during your review.

 * * * * * * * * * *

Comment 1 – Interest Rate Increases, page 11

 Please revise in future filings to illustrate this risk by disclosing the impact of a 1% change in the interest rates.

 Response:

 A sensitivity analysis of a 100 basis point change in interest rates from the
level at 30 September 2010 is included in Item 7A, Quantitative and Qualitative Disclosures about Market Risk, under the Interest Rate Risk section on page 42. In future filings, we will reference this analysis in the Risk Factors
discussion as underlined below.

 Revised Disclosure:

 Interest Rate Increases—The Company’s earnings, cash flow, and financial position can be impacted by interest rate increases.

 At 30 September 2010, the Company had total consolidated debt of $4,128.3 million, of which $468.5 million will mature in the next twelve months. The Company expects to continue to
incur indebtedness to fund new projects and replace maturing debt. Although the Company actively manages its interest rate risk through the use of derivatives and diversified debt obligations, not all borrowings at variable rates are hedged, and new
debt will be priced at market rates. If interest rates increase, the Company’s interest expense could increase significantly, affecting earnings and reducing cash flow available for working capital, capital expenditures, acquisitions, and other
purposes. In addition, changes by any rating agency to the Company’s outlook or credit ratings could increase the Company’s cost of borrowing. For a more detailed discussion of interest rate risk, see Item 7A, below.

 Comment 2 – Liquidity and Capital Resources, page 30

We note your discussion of your credit facilities on page 32. Please revise in future filings to disclose whether you were in compliance with all
financial and any other affirmative and negative covenants under your debt agreements.

 Response:

For all periods presented, the Company was in compliance with all of the financial and other covenants under its debt agreements. Disclosure that the
Company is in compliance with all of its financial debt covenants is provided in Note 15, Debt, on page 73. The discussion in the Liquidity and Capital Resources, Financing Activities, Financing and Capital Structure section of Management’s
Discussion and Analysis will be revised in future filings as underlined below.

 Revised Disclosure:

Financing and Capital Structure

(Excerpt)

 In February 2010, the Company
commenced a tender offer to acquire all outstanding common stock of Airgas as further discussed in Note 3, Airgas Transaction, to the consolidated financial statements. In connection with this tender offer, the Company has secured committed
financing in the form of a $6.7 billion term loan credit facility. Borrowings under this credit facility will be available beginning on the date of the consummation of the tender offer, which must occur no later than 4 February 2011. All
borrowings under this credit facility will mature on the date that is one year from the consummation of the tender offer. The credit facility agreement contains one financial covenant, a maximum leverage ratio, and other affirmative and negative
covenants, including restrictions on liens and certain subsidiary indebtedness. It also requires mandatory commitment reduction/prepayment for certain capital market transactions and asset dispositions. Fees incurred to secure this credit facility
have been deferred and are being amortized over the term of the arrangement.

 The Company has obtained the commitment of a number of
commercial banks to lend money at market rates whenever needed. At 30 September 2009, the Company’s total multicurrency committed credit facility amounted to $1,450. On 8 July 2010, the Company replaced this facility with a new $2,000
multicurrency committed credit facility maturing on 8 July 2013. Facility fees were modified to reflect current market rates. The Company has one financial covenant associated with this new credit facility. The covenant indicates that the ratio
of total debt to earnings before interest, taxes, depreciation, and amortization (EBITDA) shall not exceed 3.0. This credit facility provides a source of liquidity and is used to support the issuance of commercial paper. No borrowings were
outstanding under this commitment at the end of 2010. Additional commitments totaling $518.7 are maintained by the Company’s foreign subsidiaries, of which $345.2 was borrowed and outstanding at 30 September 2010.

The Company is in compliance with all of the financial and other covenants under its debt agreements.

Comment 3 – CADE Decision, Page 80

 As indicated in your prior letter dated February 3, 2010, please revise your disclosure in future filings to provide the reasonably possible range of loss related to this litigation or state that
such an amount cannot be estimated. It would also be helpful to convert the Real into US Dollars. If the Real amount is intended to indicate a possible range of loss please clarify future disclosures.

 2

 If you believe that you cannot estimate a range of reasonably possible loss, please provide us with a
more comprehensive discussion about this issue, in sufficient detail, so we can understand why such an estimate could not be made. Also, we remind you that it would normally be expected, taking into consideration the specific nature of a
contingency, that the ability to estimate losses will increase with the passage of time.

 Response:

FASB Accounting Standards Codification (ASC) 450-20-50-4 requires the disclosure of an unrecognized contingency including an estimate of the possible loss
or range of loss or a statement that such an estimate cannot be made. The civil fine of R$179.2 (approximately $106 at 30 September 2010) imposed by the Brazilian Administrative Council for Economic Defense (CADE) plus interest accrued thereon
until final disposition of the proceedings is the Company’s estimate of the maximum possible loss. In future filings, we will revise the disclosure to clarify this and also include the conversion of the Real amount into US dollars as underlined
below.

 Revised Disclosure:

17. COMMITMENTS AND CONTINGENCIES

Litigation

 The Company is involved in
various legal proceedings, including competition, environmental, health, safety, product liability, and insurance matters. In September 2010, the Brazilian Administrative Council for Economic Defense (CADE) issued a decision against the
Company’s Brazilian subsidiary, Air Products Brasil Ltda., and several other Brazilian industrial gas companies for alleged anticompetitive activities. CADE imposed a civil fine of R$179.2 (approximately $106 at 30 September 2010)
on Air Products Brasil Ltda. This fine was based on a recommendation by a unit of the Brazilian Ministry of Justice whose investigation began in 2003 alleging violation of competition laws with respect to the sale of industrial and medical gases.
The fines are based on a percentage of the Company’s total revenue in Brazil in 2003.

 The Company has denied the allegations made by the
authorities and filed an appeal in October 2010 to the Brazilian courts. Certain of the Company’s defenses, if successful, could result in the matter being dismissed with no fine against the Company. The Company, with advice of its outside
legal counsel, has assessed the status of this matter and has concluded that although an adverse final judgment after exhausting all appeals is reasonably possible, such a judgment is not probable. As a result, no provision has been made in the
consolidated financial statements. The Company estimates the maximum possible loss to be the full amount of the fine of R$179.2 (approximately $106 at 30 September 2010) plus interest accrued thereon until final disposition of the
proceedings.

 The Company is required to provide security in order to suspend execution of the judgment during the appeal process, during
which time interest will accrue on the fine. The security could be in the form of a bank guarantee or in other forms which the courts deem acceptable. The security is only collectible by the courts in the event the Company is not successful in its
appeal and does not timely pay the fine. The form of security to be provided by the Company has not been finally determined.

Comment 4 – Item 9A – Controls and Procedures, page 95

 We note the conclusion of your Chief Executive Officer and Chief Financial Officer that your disclosure controls and procedures “have been effective”. Please be advised that the conclusion
must indicate whether your disclosure controls and procedures were effective as of the end of the period covered by the report. Please confirm this to us and revise accordingly in future filings. Refer to Item 307 of Regulation S-K.

 Response:

 The Company
confirms the conclusion of the Chief Executive Officer and Chief Financial Officer that the design and operation of the Company’s disclosure controls and procedures have been effective as of the end of the annual period covered by this report
(30 September 2010). In future filings, we will revise the Controls and Procedures disclosure in Item 9A as underlined below.

 3

 Revised Disclosure:

ITEM 9A.
CONTROLS AND PROCEDURES

 Under the
supervision of the Chief Executive Officer and Chief Financial Officer, the Company’s management conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of
30 September 2010. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the annual period covered by this report, the design and operation of its disclosure controls and
procedures have been effective. There has been no change in the Company’s internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as of 30 September 2010 that has
materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting is provided under Item 8 appearing above. The report of KPMG LLP, the
Company’s independent registered public accounting firm, regarding the Company’s internal control over financial reporting, is also provided under Item 8 appearing above.

* * * * * * * * * *

 In
connection with this response, management acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in their filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission from taking any action
with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceedings initiated by the Securities and Exchange Commission or any person under the
federal securities laws of the United States

 Should the staff require any additional information, please contact myself at
610-481-7932.

Sincerely,

Paul E. Huck

Sr. Vice President and Chief Financial Officer

 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

December 17, 2010
 Mr. Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA  18195
 RE: Air Products and Chemicals, Inc.
Form 10-K for the year en ded September 30, 2010
  File No. 1-4534

Dear Mr. Huck:

We have limited our review to  those issues we have addressed in our comments.
In some of our comments, we may ask you to  provide us with information so we may
better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments appl y to your facts and circumst ances or do not believe an
amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  Item 1A - Risk Factors, page 9

 Interest Rate Increases…, page 11

1. Please revise in future filings to illustra te this risk by disclosing the impact of a
1% change in the interest rates.
 Item 7 - Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 18
 Liquidity and Capital Resources, page 30

2. We note your discussion of your credit facilities on page 32.  Please revise in
future filings to disclose whether you were in compliance with all financial and any other affirmative and negative co venants under your debt agreements.

Mr. Paul E. Huck
Air Products and Chemicals, Inc. December 17, 2010 Page 2   Item 8 – Financial Statements and Supplementary Data, page 43

 Note 17 - Commitments and Contingencies, page 80

 Litigation, page 80

 CADE Decision, page 80

3. As indicated in your prior letter da ted February 3, 2010, please revise your
disclosure in future filings to provide the reasonably possible range of loss related to this litigation or state that such an amount cannot be estimated.  It would also
be helpful to convert the Real into US do llars.  If the Real amount is intended to
indicate a possible range of loss pl ease clarify future disclosures.

If you believe that you cannot estimate a range of reasonably possible loss, please
provide us with a more comprehensive disc ussion about this i ssue, in sufficient
detail, so we can understand why such an  estimate cannot be made.  Also, we
remind you that it would normally be e xpected, taking into consideration the
specific nature of a contingency, that the ability to estimate losses will increase with the passage of time.

Item 9A - Controls and Procedures, page 95

4. We note the conclusion of your Chief Executive Officer and Chief Financial
Officer that your disclosure  controls and procedures “have been effective”.
Please be advised that the conclusion mu st indicate whethe r your disclosure
controls and procedures were effective as  of the end of the period covered by the
report.  Please confirm this to us and revi se accordingly in future filings.  Refer to
Item 307 of Regulation S-K.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In responding to our comments, please provide a written statement from the
company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filing;

Mr. Paul E. Huck
Air Products and Chemicals, Inc. December 17, 2010 Page 3
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Jessica Ka ne, Staff Attorney, at (202) 551-3235 or, in her
absence, Andrew Schoeffler, Staff Attorney, at (202) 551-3748 if you have any questions
regarding legal or disclosure matters.  Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, the undersigned at (202) 551-3689 if you have
questions regarding comments on the financia l statements and related matters.
       Sincerely,          John Hartz  Senior Assistant   Chief Accountant

CORRESP
1
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    corresp.htm

December 16, 2010

Airgas, Inc.

Schedule TO-T/A

Filed December 9, 2010

File No. 5-38422

Filed by Air Products Distribution, Inc. and Air Products and Chemicals, Inc.

Dear Ms. Campbell Duru:

On behalf of our clients Air Products and Chemicals, Inc. (“Parent”) and Air Products Distribution, Inc., a wholly owned subsidiary of Parent (together with Parent, “Air Products”), set forth below are the responses of Air Products to the comments of the staff of the Division of Corporation Finance, Office of Mergers and Acquisitions (the “Staff”), of the Securities and Exchange Commission in the letter from you dated as of December 10, 2010 (the “Comment Letter”), regarding the above-referenced filing (the “Schedule TO”).

Air Products has filed an amendment to the Schedule TO in the form attached hereto as Exhibit A (“Amendment No. 50”).  This amendment includes revised disclosure to address certain of the Staff’s comments in the Comment Letter.

For your convenience, each comment from the Comment Letter has been reproduced below and is followed by Air Products’ response to such comment.  Capitalized terms used but not defined in this letter shall have the meanings specified in the Schedule TO.

*  *  *

Schedule TO-T/A

1.

We note that Air Products “reserves the right to further amend the Expiration Date, including by accelerating the Expiration Date, based on developments in the Delaware Action or otherwise.”  Please revise to clarify how developments in the pending litigation could result in the possible acceleration of the expiration date and disclose the other circumstances to which you refer that may also lead to an accelerated expiration date.  We may have further comment.

In response to the Staff’s comment, the following disclosure has been added in Amendment No. 50:

“Air Products reserves the right to further amend the Expiration Date, including by accelerating the Expiration Date, based on developments in the Delaware Action or otherwise, in each case as permitted by applicable law.  Such developments in the Delaware Action may include a ruling by the Court of Chancery denying the relief requested by Air Products or the issuance of an order staying such relief, or the appeal by Airgas of any order granting such relief.  Air Products also may choose to accelerate the Expiration Date for other reasons in its sole discretion, including upon the occurrence of events that lead Air Products to believe that the conditions to the Offer will not be satisfied by the Expiration Date or upon the occurrence of events or changes in the marketplace or the businesses of Air Products or Airgas that Air Products cannot predict at this time.  If Air Products decides to accelerate the Expiration Date, Air Products will promptly file an amendment to the Schedule TO and issue a press release announcing such amendment.”

2.

Further to our comment above.  Please confirm that a minimum of five business days will remain in the offer following the announcement of an accelerated expiration date.  Further, please advise us how you will disseminate information about an accelerated expiration date to securityholders.  Refer generally to Rule 14d-4(d)(1).  We may have further comment.

Air Products confirms its understanding that if it announces an accelerated Expiration Date, a minimum of five business days will remain in the Offer from the date such announcement is first published, sent or given to securityholders.  Additionally, Air Products advises the Staff that if it announces an accelerated Expiration Date, Air Products will promptly amend the Schedule TO and issue a press release announcing such change.

*  *  *

If you have any questions regarding the contents of this letter, please contact me at the number listed above.

Respectfully,

/s/ James C. Woolery

James C. Woolery

Mellissa Campbell Duru, Esq.

Special Counsel

Office of Mergers and Acquisitions

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3628

Copy to:

John D. Stanley, Esq.

Senior Vice President and General Counsel

Air Products and Chemicals, Inc.

7201 Hamilton Boulevard

Allentown, PA 18195-1501

VIA EDGAR, FACSIMILE AND U.S. MAIL

Exhibit A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

(Amendment No. 50)

AIRGAS, INC.

(Name of Subject Company)

AIR PRODUCTS DISTRIBUTION, INC.

(Offeror)

AIR PRODUCTS AND CHEMICALS, INC.

(Parent of Offeror)

(Names of Filing Persons)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

009363102

(Cusip Number of Class of Securities)

John D. Stanley, Esq.

Senior Vice President and General Counsel

Air Products and Chemicals, Inc.

7201 Hamilton Boulevard

Allentown, PA 18195-1501

(610) 481-4911

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

Copies to:

James C. Woolery, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019-7475

(212) 474-1000

CALCULATION OF FILING FEE

Transaction Valuation*

Amount of Filing Fee**

$5,885,204,080.00

$419,615.05

*

Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 84,074,344 (number of shares of common stock of subject company (which represents the number of shares issued and outstanding as of November 3, 2010, as reported in the subject company’s Quarterly Report on Form 10-Q filed on November 5, 2010)) by $70.00 (the purchase price per share offered by Offeror).

**

The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #3 for fiscal year 2011, issued December 3, 2010, by multiplying the transaction value by .00007130.

þ

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:
 $353,917.33
Filing Party:

Air Products Distribution, Inc./

Air Products and Chemicals, Inc.

Form or Registration No.:

Schedule TO

Date Filed:

February 11, 2010

Amount Previously Paid:

 $23,999.18

Filing Party:

Air Products Distribution, Inc./

Air Products and Chemicals, Inc.

Form or Registration No.:

Schedule TO

Date Filed:

July 8, 2010

Amount Previously Paid:

$12,820.32

Filing Party:

Air Products Distribution, Inc./

Air Products and Chemicals, Inc.

Form or Registration No.:

Schedule TO

Date Filed:

September 7, 2010

Amount Previously Paid:

$28,878.22

Filing Party:

Air Products Distribution, Inc./

Air Products and Chemicals, Inc.

Form or Registration No.:
Schedule TO

Date Filed:

December 9, 2010

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ  third-party tender offer subject to Rule 14d-1.

o  issuer tender offer subject to Rule 13e-4.

o  going-private transaction subject to Rule 13e-3.

o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 50 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 11, 2010 (together with any amendments and supplements thereto, the “Schedule TO”) by Air Products and Chemicals, Inc., a Delaware corporation (“Air Products”), and Air Products Distribution, Inc. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Air Products.  The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (together with the associated preferred stock purchase rights, the “Shares”), of Airgas, Inc., a Delaware corporation (“Airgas”), at $70.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 11, 2010 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments and supplements thereto, collectively constitute the “Offer”).

Items 1 through 9 and 11.

Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:

Air Products reserves the right to further amend the Expiration Date, including by accelerating the Expiration Date, based on developments in the Delaware Action or otherwise, in each case as permitted by applicable law.  Such developments in the Delaware Action may include a ruling by the Court of Chancery denying the relief requested by Air Products or the issuance of an order staying such relief, or the appeal by Airgas of any order granting such relief.  Air Products also may choose to accelerate the Expiration Date for other reasons in its sole discretion, including upon the occurrence of events that lead Air Products to believe that the conditions to the Offer will not be satisfied by the Expiration Date or upon the occurrence of events or changes in the marketplace or the businesses of Air Products or Airgas that Air Products cannot predict at this time.  If Air Products decides to accelerate the Expiration Date, Air Products will promptly file an amendment to the Schedule TO and issue a press release announcing such amendment.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  December 16, 2010

AIR PRODUCTS AND CHEMICALS, INC.

By:

/s/ Paul E. Huck

Name:   Paul E. Huck

Title:     Senior Vice President and

      Chief Financial Officer

AIR PRODUCTS DISTRIBUTION, INC.

By:

/s/ John D. Stanley

Name:   John D. Stanley

Title:     Secretary

EXHIBIT INDEX

Index No.

(a)(1)(i)

Offer to Purchase dated February 11, 2010.*

(a)(1)(ii)

Form of Letter of Transmittal.*

(a)(1)(iii)

Form of Notice of Guaranteed Delivery.*

(a)(1)(iv)

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(v)

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(vi)

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(1)(vii)

Form of summary advertisement dated February 11, 2010.*

(a)(5)(i)

Text of press release issued by Air Products, dated February 5, 2010.*

(a)(5)(ii)

Text of press release issued by Air Products, dated February 11, 2010.*

(a)(5)(iii)

Text of message from John McGlade, dated February 12, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on February 12, 2010).*

(a)(5)(iv)

Transcript of John McGlade and Paul Huck’s presentation at the Barclays 2nd Annual Industrial Select Conference, dated February 17, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on February 18, 2010).*

(a)(5)(v)

Text of press release issued by Air Products, dated February 22, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on February 22, 2010).*

(a)(5)(vi)

Presentation of Paul Huck at the Morgan Stanley Global Basic Materials Conference, dated February 25, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on February 25, 2010).*

(a)(5)(vii)

Transcript of Paul Huck’s presentation at the Morgan Stanley Global Basic Materials Conference, dated February 25, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on March 2, 2010).*

(a)(5)(viii)

Text of message from John McGlade, dated March 5, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on March 5, 2010).*

(a)(5)(ix)

Text of press release issued by Air Products, dated March 5, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on March 5, 2010).*

(a)(5)(x)

Text of press release issued by Air Products, dated April 1, 2010.*

(a)(5)(xi)

Text of message from John McGlade, dated April 6, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on April 6, 2010).*

(a)(5)(xii)

Text of press release issued by Air Products, dated April 22, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on April 22, 2010).*

(a)(5)(xiii)

Transcript of John McGlade and Paul Huck’s presentation, dated April 22, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on April 22, 2010).*

(a)(5)(xiv)

Materials from John McGlade meeting with employees, dated May 12, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 12, 2010).*

(a)(5)(xv)

Text of press release issued by Air Products, dated May 13, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 13, 2010).*

(a)(5)(xvi)

Notice of Intent by Air Products and Chemicals, Inc. to Nominate Individuals for Election as Directors and Propose Stockholder Business at the 2010 Annual Meeting of Stockholders of Airgas, Inc., dated May 13, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 13, 2010).*

(a)(5)(xvii)

Text of message from John McGlade, dated May 13, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 13, 2010).*

(a)(5)(xviii)

Presentation of Paul Huck at the Barclays ROC Stars Conference, dated May 18, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 18, 2010).*

(a)(5)(xix)

Presentation of Paul Huck to investors, dated May 17, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 19, 2010).*

(a)(5)(xx)

Transcript of Paul Huck’s presentation, dated May 18, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 19, 2010).*

(a)(5)(xxi)

Text of press release issued by Air Products, dated June 1, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 1, 2010).*

(a)(5)(xxii)

Amended and restated transcript of Paul

CORRESP
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(212) 474-1912

August 31, 2010

Airgas, Inc.

Additional Solicitation Materials

Filed August 27, 2010

File No. 1-09344

Filed by Air Products Distribution, Inc. and Air Products and Chemicals, Inc.

Dear Ms. Campbell Duru:

On behalf of our clients Air Products and Chemicals, Inc. (“Parent”) and Air Products Distribution, Inc. (“Purchaser”), a wholly owned subsidiary of Parent (together with Parent, “Air Products”), I am writing to respond to the comments of the staff of the Division of Corporation Finance, Office of Mergers and Acquisitions (the “Staff”), of the Securities and Exchange Commission (the “Commission”) delivered to us telephonically on August 30, 2010, regarding the press release issued by Air Products on August 27, 2010.

Air Products supplementally advises the Staff that over the past several weeks, Air Products has had discussions with a number of Airgas’s significant stockholders, directly or through its financial advisors or MacKenzie Partners, its information agent and proxy solicitor.  In these discussions, a number of these stockholders characterized their recent interactions with Airgas and its representatives as Airgas in effect suggesting promises of a potential sale or auction process for the company in the spring/summer of 2011 in exchange for a vote against Air Products’ January Annual Meeting Proposal.  We further note that Air Products’ statement in its August 27 press release was qualified as being Air Products’ belief-- a qualification that Airgas has repeatedly failed to use in connection with many of its questionable statements, including those we highlighted in our letters to you on August 17, 2010 and August 6, 2010.

We also respectfully refer the Staff to Airgas’s press release and letter to stockholders dated August 30, 2010, in which Airgas publicly announced its commitment to call a special meeting of stockholders on June 21, 2011, if Air Products’ January Annual Meeting Proposal is not approved by stockholders.  In these materials, Airgas explains that its proposal would give Airgas more time as Airgas “proactively explores ways to enhance stockholder value”.  Air Products views these public statements as consistent with, and additional support for, the belief expressed in its August 27, 2010 press release.

If you have any questions regarding the contents of this letter, please contact me at the number listed above.

Respectfully,

/s/ James C. Woolery

James C. Woolery

Mellissa Campbell Duru, Esq.

Special Counsel

Office of Mergers and Acquisitions

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3628

Copy to:

John D. Stanley, Esq.

Senior Vice President and General Counsel

Air Products and Chemicals, Inc.

7201 Hamilton Boulevard

Allentown, PA 18195-1501

VIA EDGAR, FACSIMILE and FEDERAL EXPRESS

CORRESP
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(212) 474-1912

July 16, 2010

Airgas, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed June 16, 2010

File No. 1-09344

Filed by Air Products Distribution, Inc. and Air Products and Chemicals, Inc.

Dear Ms. Campbell Duru:

On behalf of our clients Air Products and Chemicals, Inc. (“Parent”) and Air Products Distribution, Inc. (“Purchaser”), a wholly owned subsidiary of Parent (together with Parent, “Air Products”), I am writing to respond to the comments of the staff of the Division of Corporation Finance, Office of Mergers and Acquisitions (the “Staff”), of the Securities and Exchange Commission (the “Commission”) delivered to me telephonically on July 14, 2010, regarding the press release issued by Air Products on July 8, 2010.

Air Products supplementally advises the Staff that Air Products has had regular discussions with Airgas shareholders since its February 11, 2010 offer was made to purchase Airgas shares, directly and through its financial advisors and MacKenzie Partners, its information agent and proxy solicitor.  These discussions have generally focused on the terms of the transaction and the strategic rationale and industrial logic for the deal and were based on information Air Products has publicly disclosed in its filings.  Based on estimates provided from MacKenzie Partners, acting as information agent and proxy solicitor, Air Products believes that it has spoken with holders of more than 50% of Airgas’s stock.  These investors include arbitrageurs, hedge funds and other institutional investors as well as Airgas shareholders who also hold Air Products stock.  Based on the feedback received by Air Products and its advisors in these discussions, Air Products believes that the holders of a majority of Airgas’s stock support a purchase of Airgas by Air Products, which forms the basis for Air Products’ confidence that the tender offer and its nominations and shareholder proposals have wide shareholder support.  Air Products does not have any formal or informal agreements with these investors with respect to the tender offer or the proxy solicitation for Airgas’s 2010 annual meeting.

Air Products hereby confirms its understanding that Rule 14a-9 applies to both oral and written communications.  Air Products further confirms its understanding that Rule 14a-9 provides that claims made prior to a meeting regarding the results of the solicitation may, depending on the facts and circumstances, be deemed to be misleading.

If you have any questions regarding the contents of this letter, please contact me at the number listed above.

Respectfully,

/s/ James C. Woolery

James C. Woolery

Mellissa Campbell Duru, Esq.

Special Counsel

Office of Mergers and Acquisitions

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3628

Copy to:

John D. Stanley, Esq.

Senior Vice President and General Counsel

Air Products and Chemicals, Inc.

7201 Hamilton Boulevard

Allentown, PA 18195-1501

VIA EDGAR, FACSIMILE AND FEDERAL EXPRESS

CORRESP
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(212) 474-1912

July 9, 2010

Airgas, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed June 16, 2010

File No. 1-09344

Filed by Air Products Distribution, Inc. and Air Products and Chemicals, Inc.

Dear Ms. Campbell Duru:

On behalf of our clients Air Products and Chemicals, Inc. (“Parent”) and Air Products Distribution, Inc. (“Purchaser”), a wholly owned subsidiary of Parent (together with Parent, “Air Products”), set forth below are the responses of Air Products to certain comments of the staff of the Division of Corporation Finance, Office of Mergers and Acquisitions (the “Staff”), of the Securities and Exchange Commission (the “Commission”) in the letter from you dated as of June 24, 2010 (the “Comment Letter”), regarding the above-referenced filing (the “Preliminary Proxy Statement”).

Air Products has filed an amendment to the Preliminary Proxy Statement in the form attached hereto as Exhibit A (“Amendment No. 1”).  This amendment includes revised disclosure to address certain of the Staff’s comments in the Comment Letter.

For your convenience, each comment from the Comment Letter has been reproduced below and is followed by Air Products’ response to such comment.  Capitalized terms used but not defined in this letter shall have the meanings specified in the Preliminary Proxy Statement.

PREC 14A

General

1.

Throughout your disclosure, you indicate that a vote for your nominees and proposals will send a strong message to the Airgas Board to constructively engage with Air Products regarding the offer or another business combination.  Please revise to clarify whether the nominees and/or Air Products have any additional or alternative plans regarding the offer “and/or another business combination” and if so, disclose the details of such plans.  If there are no plans, please revise to clarify this fact.

In response to the Staff’s comment, in Amendment No. 1 Air Products has revised its disclosure to clarify that neither Air Products nor, to Air Products’ knowledge, any of the Air Products Nominees has any plans regarding any additional or alternative plans regarding the offer or another business combination involving Airgas, except as disclosed in the Offer to Purchase.  Please see the revised disclosure included on pages 6, 10 and 46 of Amendment No. 1.

Questions and Answers About this Proxy Solicitation, page 11

2.

Please add a question and answer that summarizes the practical effect to shareholders, both positive and negative, resulting from the approval of each of proposals 2-4.  For example, revise to highlight the consequence if the CEO and current Chairman, Mr. McCausland is not elected but is reappointed to the Board.

In response to the Staff’s comment, in Amendment No. 1 Air Products has revised its disclosure to add the following question and answer:

    “What are the practical effects to Airgas’s stockholders of the approval of Air Products Proposals 2, 3 and 4?

    Proposal 2: Amend By-Laws to Implement Director Eligibility Requirements.  If the Director Eligibility Proposal is adopted, for the three years following any annual election in which any of the Airgas Board’s nominees are defeated, the defeated nominees (other than Airgas’s CEO) would be ineligible to serve on the Airgas Board.  However, if Airgas’s CEO is up for election and is not elected, the Director Eligibility Proposal would permit the CEO to serve on the Airgas Board (but in no case as Chairman) if approved by the majority of Airgas’s independent directors.  For example, this means that if Mr. McCausland, Airgas’s current Chairman and CEO, is not elected at the 2010 Annual Meeting, the Airgas Board could create a new directorship and appoint Mr. McCausland to fill that seat immediately after the 2010 Annual Meeting.  In such a case, Mr. McCausland would not be permitted to serve as Airgas’s Chairman until the 2013 annual meeting.

    These restrictions would apply for the Airgas Board’s nominees at the 2010 Annual Meeting as well as all subsequent annual meetings for so long as the proposed By-Law remains in effect.  The proposed By-Law also provides that it can only be amended or repealed with the affirmative vote of the holders of a majority of the voting power of the stock of Airgas.

    Air Products believes the Director Eligibility Proposal would be positive for Airgas’s stockholders, since it prevents the Airgas Board from circumventing the vote of the Airgas stockholders and ensures that the vote of the Airgas stockholders will have meaning.  The Director Eligibility Proposal would also restrict the Airgas Board’s discretion to appoint directors as it sees fit, including because of changes in circumstances at Airgas or on the Airgas Board in the future.  The Director Eligibility Proposal would not, however, restrict the Airgas Board’s ability to consult any former nominee or director as an advisor if deemed appropriate by the board.

    Please see “Air Products Proposals” in this proxy statement for further detail on the terms of the Director Eligibility Proposal.

    Proposal 3: Amend By-Laws To Require Airgas To Hold Future Annual Meetings In January. If adopted, the January Meeting Proposal would require Airgas to hold its 2011 annual meeting on January 18, 2011 at 10:00 a.m. and to hold all subsequent annual meetings in January for so long as the proposed By-Law is in effect.  The proposed By-Law also provides that it can only be amended or repealed with the affirmative vote of the holders of a majority of the voting power of the stock of Airgas.

    Advancing the date of the 2011 annual meeting would give Airgas’s stockholders an early opportunity to replace a majority of the existing Airgas Board.  Air Products currently intends to nominate a slate of directors for election at the 2011 annual meeting.  As a result, if the January Annual Meeting Proposal is adopted, the Air Products Nominees are elected at the 2010 Annual Meeting and Air Products’ nominees are elected at the 2011 annual meeting, directors nominated by Air Products would constitute a majority of the Airgas Board as early as January 2011.

    Because of the effects set forth above, Air Products believes that the January Annual Meeting Proposal would be positive for Airgas’s stockholders.  However, because the January Annual Meeting Proposal would fix the date of all future annual meetings in January and would be able to be amended or repealed only by the stockholder vote described above, the January Annual Meeting Proposal would restrict the Airgas Board’s ability to change the timing of future annual meetings in its discretion, whether to respond to specific circumstances and events at Airgas in the future or for other reasons.  In addition, Airgas’s stockholders should be aware that pursuant to the January Annual Meeting Proposal, the advance notice period for stockholder nominations and other business at the 2011 annual meeting may be 45 to 30 days prior to such meeting (compared to the current period of 90 to 60 days prior to the annual meeting).  Under the terms of the January Annual Meeting Proposal, the longer advance notice period of 90 to 60 days prior to the annual meeting would become applicable to all annual meetings after the 2011 annual meeting.

    Please see “Air Products Proposals” in this proxy statement for further detail on the terms of the January Annual Meeting Proposal.

    Proposal 4: Repeal Of All By-Law Amendments Adopted By The Airgas Board After April 7, 2010.  If adopted, the Restoration of the By-Laws Proposal would repeal any new By-Law or amendment to the By-Laws adopted by the Airgas Board without stockholder approval after April 7, 2010 (which is the date of the last publicly disclosed amendment to Airgas’s By-Laws) and prior to or on the date of the adoption of this proposal by the stockholders of Airgas.  Air Products is not currently aware of any By-Laws or amendments to the By-Laws adopted by the Airgas Board that would be repealed by the adoption of this proposal.  However, it is possible that prior to the date of the 2010 Annual Meeting the Airgas Board will adopt By-Law amendments, including amendments that could impede the election of Air Products’ candidates to Airgas Board or the effectiveness of the other Air Products Proposals, negatively impact Air Products’ ability to solicit and/or obtain proxies from stockholders, undermine the will of the stockholders expressed in those proxies or modify Airgas’s corporate governance regime.  Adoption of the Restoration of the By-Laws Proposal would repeal any such By-Laws adopted unilaterally by the Airgas Board.  By its terms, the Restoration of the By-Laws Proposal would also result in the repeal of any other By-Laws adopted after April 7, 2010, including By-Laws that may be aligned with the interests of Airgas stockholders, if any.”

3.

You disclose throughout the proxy that each of your nominees has acknowledged that “there is not, and cannot be, any agreement between any of them and Air Products regarding the decisions they make as a director of Airgas...”  You also disclose that if your nominees are elected to the nine-person Airgas Board and other proposals are approved, the Airgas Board will be “more likely” to act in the best interests of shareholders.  Based on the acknowledgment received from each of the nominees and the fact that such nominees, if elected, would constitute only a minority of the Board, the basis for the conclusion you have asserted is not apparent.  Please revise to set forth any assumptions you are making regarding the efficacy of your nominees’ influence on the nine-person Board if elected and any assumptions you are making regarding the future actions of such nominees and Air Products.

In response to the Staff’s comment, in Amendment No. 1 Air Products has revised the ninth paragraph on the cover of the Preliminary Proxy Statement to read as follows (revisions shown below in blacklined form):

“We believe the election of the Air Products Nominees and approval of the other Air Products Proposals will establish an Airgas Board that is more likely to act in your best interests.  Your If elected, the Air Products Nominees would serve with Airgas’s other six directors and therefore would not constitute a majority of the Airgas Board.  However, because the Air Products Nominees are independent and do not have any prior relationship with Airgas or its founder, Chairman and CEO, Mr. McCausland, we believe they will consider without any bias our Offer and our request that the Airgas Board form a special committee of independent directors to formally consider our Offer, and we believe they will be willing to be outspoken in the boardroom about their views on these issues.  We also believe that your  vote for the Air Products Nominees and approval of the other Air Products Proposals will send a strong message to the Airgas Board and Airgas’s CEO that Airgas’s stockholders want the board  to constructively engage with Air Products regarding the Offer or another business combination with Air Products, and, if the newly elected directors and other members of the Airgas Board deem it appropriate in the exercise of their fiduciary duties, to approve and recommend to the Airgas stockholders the Offer and/ remove the obstacles to the consummation of the Offer.  Air Products believes these actions are in the best interests of Airgas’s stockholders.  Except as described in the Offer to Purchase, none of Air Products or, to Air Products’ knowledge, any of the Air Products Nominees, currently has any additional or alternative plans regarding the Offer or another business combination with Air Products, and take any other appropriate actions necessary to facilitate its consummation involving Airgas .”

In addition, in Amendment No. 1 Air Products has revised the seventh paragraph under “Other Information-- Participants in the Solicitation” to read as follows (revisions shown below in blacklined form):

“Air Products believes that the election of the Air Products Nominees and the approval of the Air Products Proposals will establish an Airgas Board that is more likely to form a special committee of independent directors to constructively engage with Air Products regarding the Offer or another business combination with Air Products and, should the newly elected directors and other members of the Airgas Board deem it appropriate in the exercise of their fiduciary duties, approve and recommend to the Airgas stockholders the Offer and/or another business combination with Air Products, and take any other appropriate actions necessary to facilitate its consummation.   If elected, the Air Products Nominees would serve with Airgas’s other six directors and therefore would not constitute a majority of the Airgas Board.  However, because the Air Products Nominees are independent and do not have any prior relationship with Airgas or its founder, Chairman and CEO, Mr. McCausland, we believe they will consider without any bias our Offer and our request that the Airgas Board form a special committee of independent directors, and we believe they will be willing to be outspoken in the boardroom about their views on these issues.  We also believe that the election of the Air Products Nominees and approval of the other Air Products Proposals will send a strong message to the Airgas Board and Airgas’s CEO that Airgas’s stockholders want the board to constructively engage with Air Products and to remove the obstacles to the consummation of the Offer.  Except as described in the Offer to Purchase, none of Air Products or, to Air Products’ knowledge, any of the Air Products Nominees, currently has any additional or alternative plans regarding the Offer or another business combination involving Airgas.  ”

4.

Each time you assert your belief regarding the necessity and appropriateness of an independent committee to evaluate the offer given the alleged influence of Mr. McCausland on the Airgas Board, please also clarify that the issue of whether an independent committee is needed is an issue currently pending before the Court of Chancery of the State of Delaware and has not yet been adjudicated.

In response to the Staff’s comment, in Amendment No. 1 Air Products has added the following sentence to the fourth paragraph under “Reasons to Vote for the Air Products Proposals” in the Preliminary Proxy Statement:

“The question of whether a special committee of independent directors of the Airgas Board is needed is an issue currently pending before the Court of Chancery of the State of Delaware and has not yet been adjudicated.”

5.

Please refer to our comment above and also supplement your disclosure to also disclose that Mr. McCausland is one out of nine board members of Airgas who has been considering the offer.

In response to the Staff’s comment, in Amendment No. 1 Air Products has revised the fifth sentence of the fourth paragraph under “Reasons to Vote for the Air Products Proposals” in the Preliminary Proxy Statement to read as follows (revisions shown below in blacklined form):

“Air Products also believes that  even though Mr. McCausland  is one out of nine Airgas directors who have been considering the Offer, he has significant influence in the Airgas boardroom.”

6.

Please characterize each statement or assertion of opinion or belief as such, and ensure that a reasonable basis for each opinion or belief exists.  Support for each statement or assertion of opinion or belief must be self-evident, disclosed in the proxy materials, or provided to the staff on a supplemental basis.  Provide us with support for the statements you make with respect to the following:

·

the assertion predicting that the current board “will not act, in [the] best interest [of shareholders ...]” in the letter to shareholders (emphasis added);

In response to the Staff’s comment, in Amendment No. 1 Air Products ha

CORRESP
1
filename1.htm

    corresp.htm

[Air Products Letterhead]

                       3 June 2010

Mellissa Campbell Duru

Special Counsel

Office of Mergers and Acquisitions

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-3628

Re:      Airgas, Inc.

Schedule TO-T/A filed by Air Products

Distribution, Inc. and Air Products and Chemicals, Inc.

Filed May 18 and 19, 2010

File No. 5-38422

Soliciting Materials on Schedule 14A filed by Air Products

Distribution, Inc. and Air Products and Chemicals, Inc.

Filed May 18 and 19, 2010

File No. 001-09344

CONFIDENTIAL TREATMENT REQUESTED BY AIR PRODUCTS AND CHEMICALS, INC. AND AIR PRODUCTS DISTRIBUTION, INC. PURSUANT TO 17 C.F.R. §200.83

THIS LETTER OMITS THE CONFIDENTIAL INFORMATION INCLUDED IN THE UNREDACTED VERSION OF THIS LETTER DELIVERED TO THE OFFICE OF MERGERS AND ACQUISITIONS OF THE SECURITIES AND EXCHANGE COMMISSION AND ASTERISKS DENOTE SUCH OMISSIONS

Dear Ms. Campbell Duru:

In response to the comments and questions of the staff of the Division of Corporation Finance, Office of Mergers and Acquisitions (the “Staff”) contained in your letter of May 25, 2010 (the “Comment Letter”) regarding the above-referenced filings (the “Schedule TO” and “Soliciting Materials”, respectively), Air Products and Chemicals, Inc. and Air Products Distribution, Inc. (collectively, “Air Products”) provide the information below.  Our responses have been numbered to correspond to your comments, and the original comments have been included in italics for reference.

Air Products will file today an amendment to the Schedule TO in the form attached hereto as Exhibit A (“Amendment No. 11”).  This amendment includes revised disclosure to address certain of the comments in the Comment Letter.

Schedule TO-T/A

General

1.

We note the incorporation by reference of soliciting materials filed on Schedule 14A.  Please clarify disclosure in filings incorporated by reference that refer to the Private Securities Litigation Reform Act to disclose that the safe harbor protections of the PSLRA do not apply to forward looking statements made in connection with the tender offer.

Response to Question 1

We respectfully note the Staff’s comment.  Such disclosure will be clarified in future filings.

In addition, the following disclosure has been added in Amendment No. 11 in response to the Staff’s comment:

“Certain materials filed as exhibits to this Schedule TO or in other filings incorporated by reference herein referred to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.”

                Soliciting Materials filed on Schedule 14A

Paul Huck Transcript (May 18, 2010)

2.

Please characterize each statement or assertion of opinion or belief as such, and ensure that a reasonable basis for each opinion or belief exists.  In addition, support for opinions or beliefs should be self-evident, disclosed in your materials or provided to the Staff on a supplemental basis with a view toward disclosure.  We cite the following examples of statements or assertions in your materials which require supplemental support:

●

“[w]ithout question, Air Products has been the star amongst its chemical peers and industrial gas peers as well evidenced by its strong, consistent performance...”;

●

[w]e expect Air Products to continue to outperform many of its chemical industrial peers...”;

2

   ●

[w]e not only have the best market position, but the best technology and the best...relations with people in that industry...,”;

●

[w]e are a leader in electronics...we have the number one positions in Korea and Taiwan…,”;

●

“[w]e have the largest bulk share in China among the major industrial gas players…,”; and,

●

all statements asserting leadership positions in various markets throughout the world.

Please note that this comment applies to analogous statements made in soliciting materials in slide presentations dated May 17, 2010.  Where the basis of support is other documents such as reports and articles, if any, provide either complete copies of the documents or sufficient pages of information so that we can assess the context of the information upon which you rely.  Please mark any supporting documents provided to identify the specific information relied upon, such as quoted statements, financial statement line items, press releases, and mathematical computations, and identify the sources of all data utilized.

Response to Question 2

The first two bullet points above relate to comments made by Sergey Vasnetsov, Managing Director, Chemicals Equity Research, Barclays Capital, when he was introducing the presentation by Paul Huck, Senior Vice President and Chief Financial Officer of Air Products, at the May 18, 2010 Barclays ROC Stars Conference (the “May 18 Presentation”).  The transcript was prepared by a third party who included the introduction.  We have filed an amendment to the Soliciting Materials to delete this introduction from the filing because these comments were not made by an Air Products officer or employee and are not included in the archived webcast posted on Air Products’ website.

In future soliciting materials, we will characterize statements of opinion and belief as such.  We are providing supplemental information supporting the statements in the transcript on leadership positions, although we respectfully note that because Air Products’ tender offer for Airgas, Inc. is an all cash offer, the statements regarding Air Products’ market positions were not related to the Offer or directed at soliciting tenders or proxies.

3

As background for the supplemental information we are providing for Mr. Huck’s statements, it may be helpful for the Staff to have background information regarding the different types of markets that are referenced in his remarks on leadership positions.  Air Products(1) produces and supplies atmospheric gases, such as oxygen, nitrogen, and argon; process and specialty gases, such as hydrogen and helium; performance materials; equipment and services globally.  The largest end markets for its products include energy, electronics, metals, chemicals, and healthcare.  Air Products manages its operations and reports earnings under four segments that correspond to different markets:

(1)

Merchant Gases includes the following types of products:

Liquid bulk—Product is delivered in bulk (in liquid or gaseous form) by tanker or tube trailer and stored, usually in its liquid state, in equipment designed and installed by Air Products at the customer’s site for vaporizing into a gaseous state as needed.  Liquid bulk sales are typically governed by three- to five-year contracts.

Packaged gases—Small quantities of product are delivered in either cylinders or dewars.

Generated gases—Customers receive product through small on-sites (cryogenic or noncryogenic generators) either by a sale of gas contract or the sale of the equipment to the customer.

(2)

Tonnage Gases are produced at large facilities located adjacent to customers’ facilities or transported by pipeline systems from centrally-located production facilities.  These facilities require a large capital investment and are generally governed by contracts with 15- to 20-year terms.

(3)

The Electronics and Performance Materials segment provides the electronics industry with specialty gases (such as nitrogen trifluoride and silane), tonnage gases (primarily nitrogen), specialty chemicals, services, and equipment.  These products are delivered through various supply chain methods, including bulk delivery systems or distribution by pipelines.

(4)

The Equipment and Energy segment designs and manufactures cryogenic and gas processing equipment for air separation, natural gas liquefaction (LNG), hydrocarbon recovery and purification, and helium distribution (cryogenic transportation containers), and serves energy markets in a variety of ways.

(1)       References to “Air Products” include all subsidiaries and equity affiliates of Air Products and Chemicals, Inc. when discussing Air Products’ business and operations.

4

There are four major global industrial gas competitors, L’Air Liquide S.A., Linde AG, Air Products and Praxair, Inc.  These four companies compete globally, sell similar products and use similar technologies, bid against each other on projects, supply the same customers, are covered by the same securities analysts and industry publications, and review each others’ project announcements and public financial filings.  Air Products has devoted significant resources to developing databases for internal use capturing and analyzing public information regarding the customers, market shares, and capacity of the other major industrial gas companies.  While some of the supplemental information provided below is based on third party research or published materials, much of the information is based on these internally developed sources.

Air Products supplementally advises the Staff of the following information(2) to support the statements made by Mr. Huck in the May 18 Presentation regarding leadership positions in certain markets:

    (i)

Page 2 of the transcript:  “We are the leader in hydrogen and for refining.”

Air Products is widely recognized as the leading producer of hydrogen globally.  Most of our hydrogen is used by oil refiners to facilitate the conversion of heavy crude feedstock and lower the sulfur content of gasoline and diesel fuels to reduce smog and ozone depletion.  Attached as Exhibit 2(i) are slides depicting:  tonnage hydrogen market shares of the four major industrial gas companies based on current on-stream capacity; detail on capacity of the four major industrial gas companies; background on Air Products’ position as a leading supplier of the refining industry; hydrogen pipeline positions; and information on refining customer relationships.

(2)       Measurements referenced in these materials include “scfd” or “mmscfd” (standard cubic feet per day or millions of standard cubic feet per day); “TPD” and “TPA” (tons per day and tons per annum); “operating years” (sum of years all plants have been in operation), and “Nm3/H” (normal cubic meters per hour).  Also, please note “SOG” is an acronym for “sale of gas”; “SOE” is an acronym for “sale of equipment”; and “LOX”, “LIN” and “LAR” are acronyms for liquid oxygen, nitrogen and argon.

5

   (ii)

Page 2 of the transcript:  “We are also a leader in...oxygen for gasification.”

Attached as Exhibit 2(ii) are slides providing detail on global supply of oxygen for gasification and high pressure oxygen.

  (iii)

Page 2 of the transcript:  “We have 80% of the world’s capacity on LNG.”

Attached as Exhibit 2(iii) is a slide depicting capacity of existing natural gas liquefication plants, and a corroborating excerpt from LNG Journal (March 2010) indicating existing world LNG capacity.

  (iv)

Page 2 of the transcript:  “We have a solid background in energy, where we believe of the four large industrial gas companies of the world...we not only have the best market position, but the best technology and...the best relations with the people in that industry.”

This comment refers to Air Products’ relationships with the oil producing and refining industry.  See Exhibit 2(i) for detailed information.

   (v)

Page 3 of the transcript:  “We are a leader in Electronics.”

Attached as Exhibit 2(v) is a slide depicting Air Products’ market share in three business units of its Electronics division and a report titled “Gases for Semiconductor Device Processing” (2010) prepared by Techcet Group, a market research firm specializing in electronics materials market research and strategy.  The third bullet under Section 1.1 of the Techcet report states “The electronic gas market leader continues to be Air Products with 26% market share”.  Additional corroborating information on Air Products’ position appears on pages 11, 12, 47, and 50.

  (vi)

Page 3 of the transcript, pertaining to electronics:  “We have the number one position in Korea and Taiwan.”

Attached as Exhibit 2(vi) are slides illustrating internal assessment of electronics market shares in Korea and Taiwan.

6

 (vii)

Page 3 of the transcript:  “...[I]f you look at the position in merchant gases, what you see is we have the largest bulk share in China among the major industrial gas players.”

Attached as Exhibit 2(vii) are slides depicting internal assessments of shares of liquid bulk capacity in China, and detail on Air Products’ capacity.

(viii)

Page 3 of the transcript:  “that leading [merchant gases] position also extends for us into India... .”

Attached as Exhibit 2(viii) is an internal assessment that shows 2009 merchant gases sales in India for INOX AP, an Air Products affiliate, and its competitors.

  (ix)

Page 3 of the transcript:  “... [a]nd we have leading [merchant gases] positions in Korea, Taiwan, and Thailand.”

Attached as Exhibit 2(ix) are:

(a)

Slides showing our internal assessment of Taiwan market shares, liquid bulk capacity, and revenues of Air Products affiliate, Air Products San Fu, and its competitors in FY2008. (Fiscal year 2008 was used because 2009 was atypical due to severe recession in electronics);

(b)

Slides showing air separation unit facilities and internal assessments of capacity and generated gas positions in Korea; and

(c)

Slide showing capacity and location of plants in Thailand for Air Products affiliate Bangkok Industrial Gases and competitors and internal assessment of merchant gases capacities in Thailand.

   (x)

Page 5 of the transcript:  “[W]e also have a greater number of [hydrogen] pipeline systems.”

Attached as Exhibit 2(x) are maps of Air Products pipelines in the energy and processing industry corridors located in the U.S. Gulf Coast; Southern California; Rotterdam, the Netherlands; and Sarnia and Edmonton, Canada, and those of the only two major competitors who have significant hydrogen pipeline assets.

7

3.

Please provide support for statements made regarding Air Products’ growth opportunities through equity affiliates in other countries.  In future filings, please clarify how Air Products has already, or is currently, achieving such growth opportunities by disclosing greater details regarding the nature of the equity affiliations.  Further, please supplementally provide support for the statement that you have “very large positions in some countries which give us great opportunities...”

Attached as Exhibit 3 are slides showing the location of Air Products’ five largest joint ventures and fiscal year 2009 revenue attributable to these joint ventures; information on the economies of the countries where these joint ventures are located, including growth projections; and information on plant locations and fiscal year 2008 financial metrics for the individual joint ventures (fiscal year 2009 was atypical due to severe global recession).  Also attached is a slide reflecting Air Products’ history of developing successful joint ventures that are now controlled by Air Products and consolidated in our financial statements.

 May 17, 2010 Slide Presentation

4.

We refer to Rule 14a-6.  Please be advised that all written soliciting materials to be used in soliciting proxies must be filed under the cover of Schedule 14A on the date of first use.  The slide presentation dated May 17, 2010 was filed on May 19, 2010, two days after its use.  Please supplementally explain to us the reason for the delay and confirm your understanding as to the filing requirements related to written soliciting materials.

Response to Question 4

Air Products supplementally advises the Staff that the slide presentation dated May 17, 2010 (the “May 17 Presentation”) was not filed on such date due to an internal administrative error.  However, the slide presentation wa

CORRESP
1
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    corresp.htm

    (212) 474-1912

      March 5,
2010

        Airgas,
Inc.

        Schedule
TO-T

        Filed by Air Products
Distribution, Inc. and Air Products and Chemicals, Inc.

        Filed February 11,
2010

        File No.
5-38422

      Dear Ms.
Campbell Duru:

      On behalf
of our clients Air Products and Chemicals, Inc. (“Parent”) and Air
Products Distribution, Inc. (“Purchaser”), a wholly
owned subsidiary of Parent (together with Parent, “Air Products”), set
forth below are the responses of Air Products to certain comments of the staff
of the Division of Corporation Finance, Office of Mergers and Acquisitions (the
“Staff”), of
the Securities and Exchange Commission (the “Commission”) in the
letters from you dated as of February 22, 2010 (the “February 22 Comment
Letter”) and March 2, 2010 (the “March 2 Comment
Letter” and, together with the February 22 Comment Letter, the “Comment Letters”),
regarding the above-referenced filing (the “Schedule
TO”).

      Air
Products has filed an amendment to the Schedule TO in the form attached hereto
as Exhibit A (“Amendment No.
1”).  This amendment includes revised disclosure to address
certain of the Staff’s comments in the Comment Letters.

      For your
convenience, each comment from the Comment Letters has been reproduced below and
is followed by Air Products’ response to such comment.  Capitalized
terms used but not defined in this letter shall have the meanings specified in
the Schedule TO.

      *  *  *

      The February 22 Comment
Letter

      Acceptance for and Payment
for the Shares, page 14

                1.

                We note your disclosure here that
      Air Products reserves the right to assign or transfer to one or more
      affiliates the right to purchase the shares tendered in the
      offer.  Please note that if the filing persons transfer such
      rights, the entity to which the right is assigned may need to be added as
      a filing person on the Schedule TO-T.  This in turn may
      necessitate an extension of the offer period and may require the Offer to
      Purchase to be revised to provide all of the disclosure required by
      Schedule TO as to that entity.  Please confirm your
      understanding in your response
letter.

      Air
Products confirms its understanding that if it assigns or transfers to one or
more affiliates the right to purchase the shares tendered in the offer, the
entity to which the right is assigned may need to be added as a filing person on
the Schedule TO-T.  Air Products further confirms its understanding
that such addition may necessitate an extension of the offer period and may
require the Schedule TO to be revised to provide all of the disclosure required
by the Schedule TO as to that entity.

      Source and Amount of Funds,
page 24

                2.

                Please
      address any alternative financing arrangements that are in place in the
      event the primary financing plans fall through.  If none, revise
      to state this fact.  Refer to Item 1007(b) of Regulation
      M-A.

      In
response to the Staff’s comment, in Amendment No. 1, the Purchaser has stated
that other than the Acquisition Facility, no alternative financing arrangements
are in place at this time.

                3.

                Your
      current disclosure describes generally the terms of the Credit Facility
      and indicates that the Facility will contain representations, warranties
      and covenants that are “customary for credit facilities of this
      nature”.  When available, please revise this section in the
      Offer to Purchase to disclose the specific terms of the Credit
      Facility.  Refer to Item 7 of Schedule TO and Item 1007(d)
      of Regulation M-A.

      We
acknowledge the Staff’s comment and will file an amendment to the Schedule TO
that discloses the specific terms of the Acquisition Facility as necessary when
such terms are available.

          2

                4.

                Please
      refer to our comment above.  Please revise to include the terms
      of any other material terms or conditions of the loan arrangements once
      finalized.  For example, we note the explanation on page 28
      regarding the reasons for Air Products’ reduction in the offer price from
      $62 to $60.  The reduction is attributed, in part, to the fees
      that the bidders contemplate paying to the lenders due to the increased
      costs of a non-negotiated deal.  Additionally, a condition
      precedent in Exhibit B to the Commitment Letter conditions financing on
      receipt of all fees invoiced by the lenders, administrative agent and lead
      arranger prior to the effective date.  Please revise to disclose
      such fees or advise as to why such disclosure is
      immaterial.  Refer to Item 1007(d)(1) of Regulation
      M-A.

      We
acknowledge the Staff’s comment and will file an amendment to the Schedule TO
that discloses the material terms and conditions of the Acquisition Facility as
necessary once finalized.

      We
respectfully submit that the Schedule TO currently contains disclosure of the
fees to the extent material to Airgas’s stockholders.  The Schedule TO
discloses that Air Products will need approximately $7 billion to purchase all
outstanding Shares at $60 per Share, to refinance certain debt and to pay
related fees and expenses (which would include commitment fees, other financing
fees and other expenses of the lenders payable by Air Products).

      Dividends and Distributions,
page 34

                5.

                We
      note the disclosure regarding the adjustments to the offer price or amount
      of shares that will be purchased that could occur upon the occurrence of
      the events specified in the first paragraph and in the second
      paragraph.  Please note that in our view, if you reduce the
      offer consideration or amount of securities that will be purchased in
      response to the delineated events, you must inform security holders of
      this development and may be required to extend the offer to allow
      shareholders time to react in accordance with Rules 14d-4(d) and
      14e-l(b).  Please revise your disclosure
      accordingly.

      In
response to the Staff’s comment, in Amendment No. 1, the Purchaser has stated
that if it makes any change in the offer price or
other terms of the Offer, including the number or type of securities offered to
be purchased, it will inform Airgas’s stockholders of this development and
extend the expiration date of the Offer, in each case to the extent required by
applicable law.

          3

      Conditions to the Offer,
page 34

                6.

                A
      tender offer may be conditioned on a variety of events and circumstances,
      provided that they are not within the direct or indirect control of the
      bidder.  The conditions also must be drafted with sufficient
      specificity to allow for objective verification that the conditions have
      been satisfied.  In that regard, we note the “impairment
      condition” described on page 10 which conditions the offer on “Airgas not
      having entered into or effectuated any agreement or transaction with any
      person or entity having the effect of impairing the Purchaser’s or Air
      Products’ ability to acquire Airgas or otherwise diminishing the
      expected value to Air Products of the acquisition of Airgas...”
      (emphasis added).  As drafted, the breadth of what would
      constitute an impairment is not clearly
      described.  Additionally, determination of whether an impairment
      had occurred would be left to the sole determination of the filing
      persons/bidders.  Given that the filing persons have reserved
      the right to assert the occurrence of an offer condition for reasons that
      do not appear objectively verifiable, the filing persons have created the
      implication that they may conduct an illusory offer in potential
      contravention of Section 14(e).  Please revise the cited
      condition to include an objective standard, such as a standard of
      reasonableness, against which the filing persons’ discretion may be
      judged.

      In
response to the Staff’s comment, in Amendment No. 1, Air Products has stated
that the Purchaser shall make all determinations regarding the matters referred
to in the Impairment Condition in its reasonable judgment.

                7.

                We
      refer to the last paragraph of this section and the disclosure relating to
      your failure to exercise any of the rights described on the preceding
      pages and what you deem to constitute a waiver.  This language
      suggests that if a condition is triggered and you fail to assert the
      condition, you will not lose the right to assert the condition at a later
      time.  Please note that when a condition is triggered and you
      decide to proceed with the offer anyway, we believe that this decision is
      tantamount to a waiver of the triggered condition(s).  Depending
      on the materiality of the waived condition and the number of days
      remaining in the offer, you may be required to extend the offer and
      recirculate new disclosure to security holders.  Please confirm
      your understanding that if an offer condition is triggered, you will
      notify shareholders whether or not it has waived such
      condition.

      With
respect to conditions that, pursuant to the terms of the Offer, must be
satisfied as of the expiration date but are not satisfied at that time, Air
Products will determine at the expiration date whether to (1) terminate the
Offer in accordance with its terms, (2) waive such condition or conditions and
accept tendered Shares for payment (subject to any legal obligation to extend
the Offer to give notice of the waiver) or (3) extend the Offer to allow
additional time for such conditions to be satisfied or for Air Products to
decide to waive such conditions.  With respect to any of the other
conditions to the Offer that are not satisfied as of the expiration date, Air
Products will determine at that time whether to (1) terminate or extend the
Offer in accordance with its terms, (2) waive such condition or conditions and
accept for payment or pay for the Shares (subject to any legal obligation to
extend the Offer to give notice of the waiver) or (3) delay acceptance for
payment or payment for the Shares until satisfaction of such conditions to the
Offer.  In either case, a decision by Air Products to extend the Offer
by reason of an unsatisfied condition does not constitute a waiver by Air
Products of its rights, at any future date, to terminate the Offer in accordance
with its terms by reason of the unsatisfied condition or to waive the
unsatisfied condition.

        Air
Products will notify shareholders promptly after it has determined to waive or
assert any condition to the Offer.

          4

      The March 2 Comment
Letter

      General

                1.

                Reference
      is made to the soliciting materials filed on February 12, 18, 22 and 25,
      2010.  Given that the materials also relate to the ongoing
      tender offer, please amend the Schedule TO-T and file such soliciting
      materials as exhibits to the Schedule TO.  Ensure that EDGAR
      reflects each such filing for purposes of the solicitation and SCH TO-T to
      the extent appropriate.  Refer to Item 1016 of Regulation
      M-A.

      In
response to the Staff’s comment, in Amendment No. 1, Air Products has added the
indicated soliciting materials as exhibits to the Schedule TO.  Air
Products acknowledges the Staff’s comment and will ensure that EDGAR reflects
each such filing for purposes of the solicitation and Schedule TO-T to the
extent appropriate.

      Soliciting Materials filed
February 22, 2010

                2.

                Please
      refer to the press release dated February 22, 2010.  Please set
      forth your analysis and provide further support for your assertion that
      the conditions to the offer are not so broad that they render the offer
      illusory.  In this regard, it would appear that the bidders, in
      their sole discretion, will be able to assert as a condition the condition
      against the payment of dividends.  Please advise us of the
      bidders’ intentions with respect to this condition in light of the fact
      that prior to the launch of the offer, the bidders were aware of the $0.22
      dividend the Company declared and were aware that the dividend is
      scheduled to be paid prior to the expiration of the offer.  Do
      the bidders intend on waiving this or any other conditions that already
      were present at the time of the commencement of the
      offer?  Please clarify.

      Air
Products respectfully submits that, overall, the conditions to the Offer are not
within the control of Air Products, make use of “reasonableness” qualifiers as
appropriate to permit objective verification and, to Air Products’ knowledge,
are currently capable of being fulfilled.  As a result, Air Products
believes the conditions to the Offer do not render its Offer
illusory.

          5

      In this
regard, we note that, in Amendment No. 1, Air Products has stated that the Purchaser shall not assert a failure of the
condition to the Offer relating to Airgas’s declaration or payment of dividends
(set forth in clause (e) of paragraph (vi) of Section 14 of the Offer to
Purchase) solely as a result of the declaration and payment by Airgas of the
dividend of $0.22 per share of Common Stock declared on January 28, 2010 and
payable on March 31, 2010 to Airgas stockholders of record as of March 15,
2010.

      We also
note that, in response to comment number 6 of the February 22 Comment Letter, in
Amendment No. 1, Air Products has stated that the Purchaser shall make all
determinations regarding the matters referred to in the Impairment Condition in
its reasonable judgment.  Please see our response to this comment
above.

                3.

                Please
      refer to our prior comment.  When an offer condition is
      triggered by events that occur during the offer period and before the
      expiration of the offer, the bidders should inform holders of securities
      how they intend to proceed promptly, rather than wait until the end of the
      offer period, unless the condition is one where satisfaction of the
      condition may be determined only upon expiration.  Please
      confirm the bidders’ understanding in your response
  letter.

      Please
see our response to comment number 7 of the February 22 Comment Letter, as set
forth above.

      *  *  *

      Closing
Information

      As
requested by the Staff in the closing comments of the Comment Letters, attached
hereto as Annex A is a written acknowledgment of certain matters by Air Products
and Chemicals, Inc. and Air Products Distribution, Inc.

      If you
have any questions regarding the contents of this letter, please contact me at
the number listed above.

      Respectfully,

      James C.
Woolery

      Mellissa
Campbell Duru, Esq.

      Special
Counsel

      Office of
Mergers and Acquisitions

      U.S.
Securities and Exchange Commission

      100 F
Street, NE

      Washington,
DC 20549-3628

          6

        Copy
to:

John D. Stanley, Esq.

      Senior
Vice President and General Counsel

      Air
Products and Chemicals, Inc.

      7201
Hamilton Boulevard

      Allentown,
PA 18195-1501

        VIA
FACSIMILE AND U.S. MAIL

            7

      Annex
A

      Each of
the undersigned hereby acknowledges that in connection with the Schedule TO-T
filed on February 11, 2010 (File No. 5-38422), as amended or
supplemented:

                ·

                the
      filing persons are responsibl

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
February 18, 2010
 Mr. Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA  18195
 RE: Form 10-K for the year ended September 30, 2009
Form 10-Q for the period  ended December 31, 2009
  File No. 1-4534

Dear Mr. Huck:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Jeffrey Gordon, Staff Accountan t, at (202) 551-3866 or, in his absence, to
the undersigned at (202) 551-3689.
 Sincerely,
 John Hartz
 Senior Assistant Chief Accountant

CORRESP
1
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corresp

    Air Products and Chemicals Inc.

    Paul E. Huck

    7201 Hamilton Boulevard

    Sr. Vice President and

    Allentown, PA 18195-1501

    Chief Financial Officer

    Tel (610) 481-7932

    Fax (610) 481-7009

    e-mail: huckpe@airproducts.com

3 February 2010

Mr. John Hartz

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 7010

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    Air Products and Chemicals, Inc.

Form 10-K: For the Year Ended 30 September 2009

Form 10-Q: For the Quarterly Period Ended 31 December 2009

Dear Mr. Hartz:

In response to your letter of 27 January 2010, we provide the information below. Our
responses have been numbered to correspond with the comments in your letter. The original
comments, contained in your letter of 27 January 2010, have been included in italics for
reference during your review.

* * * * * * * * * *

Comment 1 — General

Where a comment below requests additional disclosures or other revisions to be made, please show us
in your supplemental response what the revisions will look like. These revisions should be
included in your future filings.

Response:

In future filings, we will make the revisions described in our responses to your comments 2 through
10 as detailed below.

Comment 2 — Pasadena, Texas Facility, page 14

Tell us whether it is reasonably possible that losses related to the violations alleged at this
site could be material to your results of operations. If so, please explain the nature of the
allegations and whether aside
from any fines, you may be required to undertake material remediation, and/or capital expenditures
related to this issue.

Response:

Discussion of this matter was disclosed in Item 3, Legal Proceedings, as a result of the
requirements of Item 103 of Regulation S-K which requires disclosure of environmental
administrative proceedings involving a governmental authority unless the registrant believes that
such proceeding will result in no

monetary sanction, or in monetary sanctions, exclusive of
interest and costs, of less than $100,000. The losses related to the alleged violation are not
material to the Company’s results of operations.

Comment 3 — Selected Financial Data, page 16

You presented your cash provided by operating activities in the Other Data section. While
presentation of cash flows from operating activities is useful, this data should be considered in
the framework of a statement of cash flows, which reflects management’s decision as to the use of
these cash flows and the external sources of capital used. The implication of a presentation which
shows only the cash flows generated from operations portion of a cash flows statement is that the
use of such cash flows is entirely at the discretion of management. Please also present your cash
flows from investing and financing activities. See Section 202.03 of the SEC’s Codification of
Financial Reporting Policies for guidance.

Response:

In annual future filings, we will expand Item 6- Selected Financial Data to include cash used for
investing activities and cash provided by (used for) financing activities within the Other Data
section as underlined below.

    Revised
Disclosure:

    (Millions of dollars, except per share)

    2010

    2009

    2008

    2007

    2006

    Other Data

    Depreciation and Amortization

    $
    840

    $
    869

    $
    790

    $
    705

    Capital expenditures on a GAAP basis (C)

    1,236

    1,159

    1,553

    1,358

    Capital expenditures on a non-GAAP basis (C)

    1,475

    1,355

    1,635

    1,487

    Cash provided by operating activities

    1,323

    1,680

    1,500

    1,348

    Cash used for investing activities

    (1,040
    )

    (920
    )

    (1,483
    )

    (947
    )

    Cash provided by (used for) financing activities

    102

    (699
    )

    (15
    )

    (423
    )

    Dividends declared per common share

    1.79

    1.70

    1.48

    1.34

    Market price range per common share

    81—41

    106—65

    99—66

    70—53

    Weighted average common shares outstanding (in millions)

    210

    212

    216

    222

    Weighted average common shares outstanding assuming
dilution (in millions)

    214

    219

    223

    228

    Book value per common share at year-end

    $
    22.68

    $
    24.03

    $
    25.52

    $
    22.67

    Shareholders at year-end

    8,600

    8,900

    9,300

    9,900

    Employees at year-end (D)

    18,900

    21,100

    22,100

    20,700

Comment 4 — Liquidity and Capital Resources, page 30

We note your disclosure on page 68 that various debt agreements to which you are a party include
certain financial covenants and other restrictions. As such, please disclose here or elsewhere in
the filing the specific terms of any material debt covenants in your debt agreements. In addition,
if it is reasonably likely that you will not be in compliance with any of your material debt
covenants, please disclose the required ratios/amounts as well as the actual ratios/amounts as of
each reporting date. This will allow readers to understand how much cushion there is between the
required ratios/amounts and the actual ratios/amounts. Please also consider showing the specific
computations used to arrive at the actual ratios/amounts with corresponding reconciliations to US
GAAP amounts, if necessary. See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350.

Response:

For all periods presented, the Company was in compliance with all debt covenants. As required by
Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350, if it becomes reasonably likely
that the Company will not be in compliance with a material debt covenant, disclosures about the
requirements, including ratios, will be included in the applicable future filings.

2

The Company has one material financial covenant associated with its $1.45 billion multicurrency
revolving facility. The covenant indicates that the Company shall not exceed a maximum leverage
ratio of 60%. The leverage ratio is defined in the agreement as consolidated total long-term debt
as a percentage of consolidated total long-term debt plus consolidated shareholders’ equity. For
purposes of the ratio calculation, consolidated shareholders’ equity is adjusted by subtracting
consolidated goodwill. The Company’s ratio was significantly below the specified level for all
periods presented. In future filings, we will expand the disclosures within the Debt footnote to
include the additional disclosures underlined below.

Revised Disclosure:

14. Debt

(Excerpt)

Various debt agreements to which the Company is a party include certain financial covenants and
other restrictions, including restrictions pertaining to the ability to create property liens and
enter into certain sale and leaseback transactions. The Company has one material financial
covenant associated with its $1.45 billion multicurrency revolving facility. The covenant
indicates that the Company shall not exceed a maximum leverage ratio of 60%. The leverage ratio is
defined in the agreement as consolidated total long-term debt as a percentage of consolidated total
long-term debt plus consolidated shareholders’ equity. For purposes of the ratio calculation,
consolidated shareholders’ equity is adjusted by subtracting consolidated goodwill. The Company is
in compliance with this and all other financial debt covenants.

Comment 5 — Impairment of Long-Lived Assets, page 36

To the extent that any of your reporting units have estimated fair values that are not
substantially in excess of the carrying value and to the extent that goodwill for these reporting
units, in the aggregate or individually, if impaired, could materially impact your operating
results or total shareholders’ equity, please provide the following disclosures for each of these
reporting units in future filings:

    •

    Identify the reporting unit;

    •

    The percentage by which fair value exceeds the carrying value as of the most-recent
step-one test;

    •

    The amount of goodwill;

    •

    A description of the assumptions that drive the estimated fair value;

    •

    A discussion of the uncertainty associated with the key assumptions. For example, to
the extent that you have included assumptions in your discounted cash flow model that
materially deviates from your historical results, please include a discussion of these
assumptions;

    •

    A discussion of any potential events and/or circumstances that could have a negative
effect to the estimated fair value.

If you have determined that the estimated fair value substantially exceeds the carrying value for
all of your reporting units, please disclose this determination in future filings. Please also
provide the above disclosures, as applicable, for any long-lived assets or asset groups for which
you have determined that
fair value is not substantially in excess of the carrying value and to the extent that the asset
amounts, in the aggregate or individually, could materially impact your operating results or total
shareholders’ equity. Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of
the SEC’s Codification of Financial Reporting Policies for guidance.

Response:

In the fourth quarter of 2009, the Company conducted the required annual test of goodwill for
impairment. As a result, the Company compared the estimated fair value of each of its business
reporting units to their carrying value and determined that the fair value substantially exceeded
the carrying value for each of the reporting units. This fact will be disclosed in future filings,
as illustrated below. If the fair value of

3

a reporting unit does not substantially exceed its
carrying value, the Company will provide the disclosure outlined above for such reporting unit.

Plant and equipment held for use is grouped for impairment testing at the lowest level for which
there is identifiable cash flows. Impairment testing of the asset group occurs whenever events or
changes in circumstances indicate the carrying amount of the assets may not be recoverable. Such
circumstances would include a significant decrease in the market
value of a long-lived asset grouping, a
significant adverse change in the manner in which the asset grouping is being used or in its
physical condition, a history of operating or cash flow losses associated with the use of the asset grouping, or
changes in the expected useful life of the long-lived assets. There were no such events or changes
in circumstances that occurred during the reporting periods. The Company has not had an impairment
of long-lived assets held for use. Any impairment charges have been necessitated by the decision
to sell or abandon an asset.

In future filings, we will expand the disclosures within the Impairment of Long-Lived Assets
section of the Critical Accounting Policies and Estimates to include the additional disclosures
underlined below.

Revised Disclosure:

Impairment of Long-Lived Assets

Plant and Equipment

Net plant and equipment at 30 September 2010 totaled $x,xxx.x. Plant and equipment held for use is
grouped for impairment testing at the lowest level for which there is identifiable cash flows.
Impairment testing of the asset group occurs whenever events or changes in circumstances indicate
that the carrying amount of the assets may not be recoverable. Such circumstances would include a
significant decrease in the market value of a long-lived asset grouping, a significant adverse
change in the manner in which the asset grouping is being used or in its physical condition, a
history of operating or cash flow losses associated with the use of the asset grouping, or changes
in the expected useful life of the long-lived assets. There were no such events or changes in
circumstances that occurred during the reporting periods.

If such circumstances are determined to exist, an estimate of undiscounted future cash flows
produced by that asset group is compared to the carrying value to determine whether impairment
exists. If an asset group is determined to be impaired, the loss is measured based on the
difference between the asset group’s fair value and its carrying value. An estimate of the asset
group’s fair value is based on the discounted value of its estimated cash flows. Assets to be
disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell.

The assumptions underlying cash flow projections represent management’s best estimates at the time
of the impairment review. Factors that management must estimate include industry and market
conditions, sales volume and prices, costs to produce, inflation, etc. Changes in key assumptions
or actual conditions that differ from estimates could result in an impairment charge. The Company
uses reasonable and supportable assumptions when performing impairment reviews and cannot predict
the occurrence of future events and circumstances that could result in impairment charges.

Goodwill

The purchase method of accounting for business combinations currently requires the Company to make
use of estimates and judgments to allocate the purchase price paid for acquisitions to the fair
value of the net tangible and identifiable intangible assets. Goodwill represents the excess of the
aggregate purchase price over the fair value of net assets of an acquired entity. Goodwill,
including goodwill associated with equity affiliates of $xx.x, was $xxx.x as of 30 September 2010.
The majority of the Company’s goodwill is assigned to reporting units within the Merchant Gases and
Electronics and Performance Materials segments. Disclosures related to goodwill are included in
Note 9 to the Consolidated Financial Statements.

4

The Company performs an impairment test annually in the fourth quarter of the fiscal year. In
addition, goodwill would be tested more frequently if changes in circumstances or the occurrence of
events indicated that potential impairment exists. The impairment test requires the Company to
compare the fair value of business reporting units to carrying value, including assigned goodwill.
The Company has designated its reporting units for goodwill impairment testing as one level below
the operating segment for which discrete financial information is available and whose operating
results are reviewed by segment managers regularly. Currently, the Company has four business
segments and fifteen reporting units. Reporting units are primarily based on products and
geographic locations within each business segment.

In the fourth quarter of 2010, the Company conducted the required annual test of goodwill for
impairment. The Company determined the fair value of each of the reporting units substantially
exceeded its carrying value and therefore, there were no indications of impairment.

The Company primarily uses an income approach valuation model, representing the present value of
future cash flows, to determine fair value of a reporting unit. The Company’s valuation model uses
a five-year growth period for the business and an estimated exit trading multiple. Management has
determined the income approach valuation model represents the most appropriate valuation
methodology due to the capital intensive nature of the business, long-term contractual nature of
the business, relatively consistent cash flows generated by the Company’s reporting units, and
limited comparables within the industry. The principal assumptions utilized in the Company’s income
approach valuation model include revenue growth rate, operating profit margins, discount rate, and
exit multiple. Revenue growth rate and operating profit assumptions are consistent with those
utilized in the Company’s operating plan and long-term financial planning process. The discount
rate assumption is calculated bas

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
January 27, 2010
 Mr. Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA  18195
 RE: Form 10-K for the year ended September 30, 2009
Form 10-Q for the period  ended December 31, 2009
  File No. 1-4534

Dear Mr. Huck:
We have reviewed these filings and have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2009

General

1. Where a comment below requests additional disclosures or other revisions to be
made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

Mr. Paul E. Huck
Air Products and Chemicals, Inc.
January 27, 2010 Page 2 of 6   Item 3 – Legal Proceedings, page 14

Pasadena, Texas Facility, page 14

2. Tell us whether it is reasonably possible that losses related to the violations
alleged at this site could be material to your results of operations.  If so, please
explain the nature of the allegations a nd whether aside from any fines, you may
be required to undertake material remedi ation, and/or capital expenditures related
to this issue.

Item 6 – Selected Financial Data, page 16

3. You have presented your cash provided by operating activities in the Other Data
section.  While presentation of cash flows fr om operating activities is useful, this
data should be considered in the framew ork of a statement of cash flows, which
reflects management’s decision as to the use of these cash flows and the external
sources of capital used.  The implicati on of a presentation which shows only the
cash flows generated from operations portion of a cash flows statement is that the
use of such cash flows is entirely at th e discretion of management.  Please also
present your cash flows from investing a nd financing activities.  See Section
202.03 of the SEC’s Codification of Financ ial Reporting Policies for guidance.

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 17
 Liquidity and Capital Resources, page 30

4. We note your disclosure on page 68 that various debt agreements to which you
are a party include certain financial covenants and othe r restrictions.  As such,
please disclose here or elsewhere in the filing the specific terms of any material
debt covenants in your debt agreements.  In  addition, if it is reasonably likely that
you will not be in compliance with any of  your material debt covenants, please
disclose the required ratios/amounts as well as the actual ra tios/amounts as of
each reporting date.  This will allow readers to understand how much cushion there is between the requir ed ratios/amounts and the ac tual ratios/amounts.  Please
also consider showing the specific computations used to arrive at the actual
ratios/amounts with corresponding reconc iliations to US GAAP amounts, if
necessary.  See Sections I.D and IV.C of the SEC Interpretive Release No. 33-
8350.

Mr. Paul E. Huck
Air Products and Chemicals, Inc.
January 27, 2010 Page 3 of 6   Item 7A – Quantitative and Qualitative Disclosures about Market Risk, page 34

Critical Accounting Policies and Estimates, page 35

Impairment of Long-Lived Assets, page 36

5. To the extent that any of your reporting un its have estimated fair values that are
not substantially in excess of the carrying value and to the extent that goodwill for
these reporting units, in the aggregate or individually, if impaired, could
materially impact your operating results or  total shareholders’ equity, please
provide the following disclosures for each  of these reporting units in future
filings:
• Identify the reporting unit;
• The percentage by which fair value exceed s the carrying value as of the most-
recent step-one test;
• The amount of goodwill;
• A description of the assumptions that drive the estimated fair value;
• A discussion of the uncertainty associ ated with the key assumptions.  For
example, to the extent that you have included assumptions in your discounted
cash flow model that materially deviates from your historical results, please
include a discussion of these assumptions;
• A discussion of any potential events and/or circumstances that could have a
negative effect to the estimated fair value.
If you have determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please disclo se this determination in
future filings.  Please also provide the a bove disclosures, as applicable, for any
long-lived assets or asset groups for which you have determined that fair value is
not substantially in excess of the carrying value and to the extent that the asset
amounts, in the aggregate or individua lly, could materially  impact your operating
results or total shareholders’ equity.  Please refer to Item 303 of Regulation S-K
and Sections 216 and 501.14 of the SEC’s Codification of Financial Reporting
Policies for guidance.
 Loss Contingencies, page 39

6. We note that accounting for loss continge ncies is a critical aspect of your
accounting policies and estimates.

On pages 7 and 29 you state that “..the Company does not expect that any sum it
may have to pay in connection with e nvironmental 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.”  On page 74 you state
“While the Company does not expect th at any sums it may have to pay in

Mr. Paul E. Huck
Air Products and Chemicals, Inc.
January 27, 2010 Page 4 of 6
connection with environmental exposures w ould have a materially adverse effect
on its consolidated financial position or net cash flows, a future charge for any
damage award could have a significant impact on the Company’s net income in
the period in which it is recorded.”  Tell us whether that period could be a year,
and if so, please reconcil e these two disclosures.

7. We note that the amounts charged to inco me from continuing operations on an
after-tax basis related to environmenta l matters totaled $33 million in fiscal 2009,
$31 million in 2008, and $25 million in 2007.  These amounts include an estimate
of expenses for compliance with environmental laws, and activities undertaken to meet internal Company standards.  It appears that some of these expenses may not have been charged as part of an ongoing remediation liability.  Please clarify for
us.  Tell us why you believe that disclosi ng these costs on an after-tax basis is
meaningful, relative to other cost discussions.

8. Please provide us with a detailed pre- tax roll-forward of your environmental
accrual for each year presented and the inte rim period just prior to your response.
Please separately show the beginning balance, expenses, (or reductions of gains on sale) and expenditures for each period.  Please provide a narrative analysis of
the expenses and expenditure s for the year explaining how  much of the amount is
due to changes in cost estimates, newly di scovered sites, or new areas in old sites,
or any other relevant information.

Please provide the above type roll-forward and analysis for each of the individual
sites you identify as Pace, Piedmont and Paulsboro.
 Item 8 – Financial Statements and Supplementary Data, page 41

Note 3 – Global Cost Reduction Plan, page 55

9. Please enhance your disclosure to disclo se the total amount of restructuring
charges expected to be incurred as well as the cumulative amount of restructuring
charges incurred to date for each major type of cost as well as for each reportable
segment as required by FASB ASC 420-10-50-1.

Note 16 – Commitments and Contingencies, page 74

Litigation, page 74

10. You disclose that the ultimate outcome of  the proceedings or sanctions related to
the investigation of your Br azilian subsidiary is not predictable with assurance
and that a future charge for regulatory fines or damage awards could have a

Mr. Paul E. Huck
Air Products and Chemicals, Inc.
January 27, 2010 Page 5 of 6
significant impact on your net income in th e period in which it is recorded.  We
note that this issue could have a material  impact on your net income in the period
in which it is recorded.  Please provid e more detail concerning the background of
the investigation and the allegations.  Discuss your understanding of the nature
and amounts of sanctions involved with th ese allegations in Brazil.  Tell us
whether the sanctions in the report were quantified and if so tell us the amounts.
It appears there is a reas onable possibility that a loss exceeding amounts already
recognized may have been incurred and the amount of that additional loss is material.  If there is a reasonable possibi lity, please disclose the estimated range
of loss, or state that such an estimate  cannot be made as required by FASB ASC
450-20-50-4.

*    *    *    *
 Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all
information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Mr. Paul E. Huck
Air Products and Chemicals, Inc. January 27, 2010 Page 6 of 6     In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions regarding these co mments, please direct them to Jeffrey
Gordon, Staff Accountant, at (202) 551-3866 or, in his absen ce, the undersigned at (202)
551-3689.
 Sincerely,
 John Hartz
 Senior Assistant Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                      February 24, 2009
Paul E. Huck
Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, Pennsylvania 18195
 RE: Air Products and Chemicals, Inc.
Form 10-K for Fiscal Year Ended September 30, 2008 Form 10-Q for Fiscal Quarter Ended December 31, 2008 File No. 1-4534

Dear Mr. Huck:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Ernest Greene, Staff Accountan t, at (202) 551-3733, or in his absence, Lisa
Haynes, Staff Accountan t, at (202) 551-3424.

       S i n c e r e l y ,            R u f u s  D e c k e r         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
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CORRESP

    Air Products and Chemicals Inc.

                  Paul E. Huck

    7201 Hamilton Boulevard

     Sr. Vice President and

    Allentown, PA 18195-1501

    Chief Financial Officer

    Tel (610) 481-7932

    Fax (610) 481-7009

    e-mail: huckpe@airproducts.com

13 February 2009

Mr. Rufus Decker

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 7010

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    Air Products and Chemicals, Inc.

Form 10-K: For the Year Ended 30 September 2008

Form 10-Q: For the Quarterly Period Ended 31 December 2008

Dear Mr. Decker:

In response to your letter of 9 February 2009, we provide the information below. Our
responses have been numbered to correspond with the comments in your letter. The original
comments, contained in your letter of 9 February 2009, have been included in italics for
reference during your review.

* * * * * * * * * *

Comment 1 — General

Where a comment below requests additional disclosures or other revisions to be made, please show us
in your response what the revisions will look like. These revisions should be included in your
future filings, including your interim filings where appropriate.

Response:

In future filings, we will make the revisions described in our responses to your comments 2 and 3
as detailed below.

Comment 2 — Critical Accounting Policies and Estimates, page 28, Impairment of Long-Lived
Assets, page 29

We note that you have recognized significant impairment charges during the year ended September 30,
2008 and the three month period ended December 31, 2008 related to your U.S. Healthcare business.
In the interest of providing readers with a better insight into management’s judgments in
accounting for impairments of long-lived assets including plant and equipment, goodwill and
intangible assets, please consider disclosing the following in future filings, beginning with your
next interim filing:

    •

    Please clarify how you determine which property, plant and equipment held for use should be
tested for impairment as well as at what point in time they should be tested for impairment.
Please state the types of events and circumstances that you believe indicate impairment;

    •

    The reporting unit level at which you test goodwill for impairment and your basis for that
determination;

    •

    Sufficient information to enable a reader to understand how you apply the present value of
future cash flows in estimating the fair value of your reporting units and why management
selected this method as being the most meaningful in preparing your goodwill impairment
analysis;

    •

    How you determine the appropriate growth period and exit trading multiple to apply in your
goodwill impairment analysis;

    •

    How you determine the appropriate discount rates and attrition rates to apply in your
intangible asset impairment analysis;

    •

    A qualitative and quantitative description of the material assumptions used in determining
impairments for all long-lived assets and a sensitivity analysis of those assumptions based
upon reasonably likely changes; and

    •

    If applicable, how the assumptions and methodologies used for valuing property, plant and
equipment, goodwill and intangible assets in the current year have changed since the prior
year, highlighting the impact of any changes.

Response:

Methodologies used by the Company for valuing property, plant and equipment, intangible assets, and
goodwill did not change during the periods covered by the referenced filings. In the event the
Company does change methodologies, we will disclose the changes in future filings.

In response to the remaining questions detailed above, in quarterly and/or annual future filings,
we will expand the disclosure within the Impairment of Long-Lived Assets section of the Critical
Accounting Policies and Estimates of the Management’s Discussion and Analysis to include the
additional disclosure underlined below.

The Company has not provided quantitative information on material assumptions or a sensitivity
analysis of those assumptions used in its impairment testing because of competitive reasons. For
example, the discount rate used to determine fair value is also used in determining pricing of our
products. This information could be used by our competitors to our disadvantage.

Impairment of Long-Lived Assets

Plant and Equipment

Net plant and equipment at 30 September 2009 totaled $                    . Plant and equipment held for use
is grouped for impairment testing at the lowest level for which there is identifiable cash flows.
Impairment testing of the asset group occurs whenever events or changes in circumstances indicate
that the carrying amount of the assets may not be recoverable. Such circumstances would
include a significant decrease in the market value of a long-lived asset grouping, a significant
adverse change in the manner in which the asset grouping is being used or in its physical
condition, a history of operating or cash flow losses associated with the use of the asset
grouping, or changes in the expected useful life of the long-lived assets.

If such circumstances are determined to exist, an estimate of undiscounted future cash flows
produced by that asset group is compared to the carrying value to determine whether impairment
exists. If an asset group is determined to be impaired, the loss is measured based on the
difference between the asset group’s fair value and its carrying value. An estimate of the asset
group’s fair value is based on the discounted value of its estimated cash flows. Assets to be
disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell.

The assumptions underlying cash flow projections represent management’s best estimates at the time
of the impairment review. Factors that management must estimate include:
industry and market conditions, sales volume and prices, costs to produce, inflation, etc. Changes
in key assumptions or actual conditions that differ from estimates could result in an impairment
charge. The Company uses reasonable and

2

supportable assumptions when performing impairment reviews
and cannot predict the occurrence of future events and circumstances that could result in
impairment charges.

Goodwill

The purchase method of accounting for business combinations currently requires the Company to make
use of estimates and judgments to allocate the purchase price paid for acquisitions to the fair
value of the net tangible and identifiable intangible assets. Goodwill represents the excess of the
aggregate purchase price over the fair value of net assets of an acquired entity. Goodwill,
including goodwill associated with equity affiliates, was $___as of 30 September 2009. The
majority of the Company’s goodwill is assigned to reporting units within the Merchant Gases and
Electronics and Performance Materials segments. Disclosures related to goodwill are included in
Note 10 to the Consolidated Financial Statements.

The Company performs an impairment test annually in the fourth quarter of the fiscal year. In
addition, goodwill would be tested more frequently if changes in circumstances or the occurrence of
events indicated that potential impairment exists. The impairment test requires the Company to
compare the fair value of business reporting units to carrying value, including assigned goodwill.
The Company has designated its reporting units for goodwill impairment testing as one level
below the operating segment for which discrete financial information is available and whose
operating results are reviewed by segment managers regularly. Currently, the Company has four
business segments and fourteen reporting units. Reporting units are primarily based on products
and geographic locations within each business segment.

In the fourth quarter of 2009, the Company conducted the required annual test of goodwill for
impairment. There were no indications of impairment.

The Company primarily uses an income approach valuation model, representing the present value
of future cash flows, to determine fair value of a reporting unit. The Company’s valuation
model uses a five-year growth period for the business and an estimated exit trading multiple.
Management has determined the income approach valuation model represents the most appropriate
valuation methodology due to the capital intensive nature of the business, long-term contractual
nature, relatively consistent cash flows generated by the Company’s reporting units, and limited
comparables within the industry. The principal assumptions utilized in the Company’s income
approach valuation model include revenue growth rate, operating profit margins, discount rate and
exit multiple. Revenue growth rate and operating profit assumptions are consistent with those
utilized in the Company’s operating plan and long-term financial planning process. The discount
rate assumption is calculated based upon an estimated weighted average cost of capital which
includes factors such as the risk free rate of return, cost of debt and expected equity premiums.
The exit multiple is determined from comparable industry transactions. Also, the expected
cash flows consider the customer attrition rate assumption which is based on historical experience
and current and future expected market conditions. Management judgment is required in the
determination of each assumption utilized in the valuation model and actual results could differ
from the estimates.

Intangible Assets

Intangible assets at 30 September 2009 totaled $                     and consisted primarily of customer
relationships that were acquired as part of business combinations. The Company has no acquired
intangibles assets with indefinite lives. Intangible assets are tested for impairment as part of the
long-lived asset grouping impairment tests required by SFAS No. 144. Impairment testing of the asset
group occurs whenever events or changes in circumstances indicate
that the carrying amount of the assets may not be recoverable. See impairment discussion above
under Plant and Equipment for a description of how impairment losses are determined.

3

Comment 3 — Note 10 Commitments and Contingencies, page 15, Customer Bankruptcy, page
15.

You indicate that a major customer began operating under Chapter 11 bankruptcy protection and you
had outstanding net receivables from this customer of $35.7 million. Please provide the following:

    •

    Please disclose and tell us the significance of this customer to the Tonnage Gases’ segment
revenues and segment operating income;

    •

    Please disclose and tell us whether the bankruptcy of this customer triggered any interim
impairment evaluations or whether this development will have an impact on the projected cash
flows for the Tonnage Gases segment; and

    •

    You have disclosed that no single customer accounts for a significant portion of annual
sales. Please clarify whether any of your segments have a single customer that accounts for a
significant portion of segment annual sales.

Response:

Sales and operating income associated with this customer accounted for approximately 3% of Tonnage

Gases’ sales and operating income. The vast majority of sales to this customer are associated with
the customer’s oil refining facilities which the Company believes to be one of the customer’s most
profitable operations. The Company expects these sales and the resulting operating income to
continue, whether from this customer or a subsequent buyer. The Company currently believes there
will be no material impact to the reporting unit’s expected future cash flows or asset group
impairments related to this customer bankruptcy.

For the fiscal year ended 30 September 2008, one of the Company’s customers represented
approximately 10% of a segment’s sales; however, this customer did not represent more than 10% of
the Company’s consolidated sales as discussed in paragraph 39 of Statement of Financial Accounting Standards No.
131 Disclosures about Segments of an Enterprise and Related Information. As such, the Company
believes our historical disclosures have met the requirements of both U.S. GAAP and Regulation S-X.

* * * * * * * * * *

In connection with this response, management acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in their
filings;

    •

    staff comments or changes to disclosure in response to staff comments do not
foreclose the Securities and Exchange Commission from taking any action with respect
to the filing; and

    •

    the Company may not assert staff comments as a defense in any proceedings initiated
by the Securities and Exchange Commission or any person under the federal securities
laws of the United States

Should the staff require any additional information, please contact myself at 610-481-7932.

Sincerely,

Paul E. Huck

Senior Vice President and Chief Financial
Officer

4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             February 9, 2009
 Paul E. Huck Senior Vice President and Chief Financial Officer Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, Pennsylvania 18195
 RE: Air Products and Chemicals, Inc.
Form 10-K for Fiscal Year Ended September 30, 2008
Form 10-Q for Fiscal Quarter Ended December 31, 2008
File No. 1-4534

Dear Mr. Huck:
   We have reviewed your filing and have the following comments.  We have limited our review of your filing to the matters  listed below.  If you disagree with a
comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide  us with information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2008

 General

1. Where a comment below requests additional disclosures or other revisions, please
show us in your response what the revi sions will look like.  These revisions
should be included in your future fili ngs, including your interim filings where
appropriate.

Mr. Paul E. Huck
February 9, 2009 Page 2  Critical Accounting Policies and Estimates, page 28

 Impairment of Long-Lived Assets, page 29

2. We note that you have recognized signifi cant impairment charges during the year
ended September 30, 2008 and the three month period ended December 31, 2008 related to your U.S. Health care business.  In the intere st of providing readers with
a better insight into management’s j udgments in accounting for impairments of
long-lived assets including plant and e quipment, goodwill and intangible assets,
please consider disclosing the following in future filings, beginning with your
next interim filing:
• Please clarify how you determine which property, plant and equipment held
for use should be tested for impairment as  well as at what point in time they
should be tested for impairment.  Pl ease state the types of events and
circumstances that you believe indicate impairment;
• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;
• Sufficient information to enable a reader to understand how you apply the
present value of future cash flows in  estimating the fair value of your
reporting units and why management sele cted this method as being the most
meaningful in preparing your goodwill impairment analyses;
• How you determine the appropriate growth  period and exit trading multiple to
apply in your goodwill impairment analysis;
• How you determine the appropriate discount  rates and attriti on rates to apply
in your intangible asse t impairment analysis;
• A qualitative and quantitative description of the material assumptions used in
determining impairments for all long-lived  assets and a sensitivity analysis of
those assumptions based upon reas onably likely changes; and
• If applicable, how the assumptions and methodologies used for valuing
property, plant and equipment, goodwill a nd intangible assets in the current
year have changed since the prior year, highlighting the impact of any
changes.

Form 10-Q for the Quarter Ended December 31, 2008

 Financial Statements

 10. Commitments and Contingencies, page 15

 Customer Bankruptcy, page 15

 3. You indicate that a major customer be gan operating under Chapter 11 bankruptcy
protection and you had outstanding net recei vables from this customer of $35.7
million.  Please provide the following:

Mr. Paul E. Huck
February 9, 2009 Page 3
• Please disclose and tell us the signifi cance of this customer to the Tonnage
Gases’ segment revenues and segment operating income;
• Please disclose and tell us whether the bankruptcy of this customer triggered
any interim impairment evaluations or whether this development will have an
impact on the projected cash flows for the Tonnage Gases segment; and
• You have disclosed that no single cust omer accounts for a significant portion
of annual sales.  Please clarify whethe r any of your segments have a single
customer that accounts for a signific ant portion of segment annual sales.

*    *    *    *
   Please respond to these comments within 10 business days.  Please provide us with a response letter that keys your res ponses to our comments and provides any
requested information.  Detailed letters greatl y facilitate our review .  Please file your
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosures in the filing to be certain that  the filing includes all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Paul E. Huck
February 9, 2009 Page 4
You may contact Ernest Greene, Staff A ccountant, at (202) 551-3733, or in his
absence, Lisa Haynes, Staff Accountant,  at (202) 551-3424, if you have questions
regarding comments on the financial statements and related matters.
          Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
March 13, 2007

via U.S. mail and facsimile

Mr. Paul E. Huck
Vice President and Chief Financial Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, Pennsylvania 18195

 RE: Form 10-K for the fiscal year ended September 30, 2006
  Form 10-Q for the peri od ended December 31, 2006
   File No. 1-4534

Dear Mr. Huck:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

If you have any further questions regard ing our review of your filings, please
direct them to Nudrat Salik, Staff Accountant,  at (202) 551-3692 or, in her absence, to the
undersigned at (202) 551-3769.

       S i n c e r e l y ,

       R u f u s  D e c k e r
       A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

February 15, 2007

Via U.S. mail and facsimile

Mr. Paul E. Huck
Vice President and Chief Financial Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, Pennsylvania 18195

 RE: Form 10-K for the fiscal year ended September 30, 2006
  Form 10-Q for the peri od ended December 31, 2006
   File No. 1-4534

Dear Mr. Huck:

  We have reviewed these filings a nd have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with supplemental
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2006

General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

Mr. Paul E. Huck
February 15, 2007
Page 2 of 6

Available Information, page 6

2. Please disclose our new address, which is 100 F Street, N.E., Washington D.C. 20549.

Item 9A.  Controls a nd Procedures, page 15

3. Please disclose whether there have been a ny changes in your internal controls over
financial reporting that occurred during the most recent quarter rather than subsequent
to the date of the most recent evaluation.  Refer to Item 308(c) of Regulation S-K.

Exhibit 13

Management’s Discussion and Analysis

Results of Operations

Effective Tax Rate, page 24

4. On pages 24 and 25, you discuss the effective tax rate excluding certain items.  These
amounts constitute non-GAAP measures.  Pl ease revise your MD&A for each period
presented to remove these non-GAAP meas ures and instead discuss the changes
between periods in your GAAP amounts.  Amounts that ar e a business reason for the
change between periods, such as the specifi ed items you refer to, should be discussed
as one of the business reasons for the change in the appl icable GAAP amount
between periods.  Please make  the appropriate revisions.

Financial Statements

Statements of Cash Flows, page 48

5. You present a subtotal of cash provided by operating activities prior to working capital changes.  This amount constitute s a non-GAAP measure.  Please remove this
subtotal from your statements .  Refer to Item 10(e)(1)(ii )(C) of Regulation S-K.

6. Please separately present changes in i nventories in your determination of cash
provided by operating activities.  Refer to paragraph 29 of SFAS 95.

Mr. Paul E. Huck
February 15, 2007
Page 3 of 6
Consolidated Statements of Shareholders’ Equity, page 49
7. Please disclose the components of accumulate d other comprehensive income (loss) as
of each balance sheet date as required by paragraph 26 of SFAS 140.  Please also
disclose for all periods presented the amounts of the reclassification adjustments for each classification of other comprehensive income.  See paragraph 20 of SFAS 130.

Notes to the Financial Statements

Note 1.  Major Accounting Policies

General

8. Please disclose the types of expenses that  you include in the cost of sales line item
and the types of expenses that you include in the selling and administrative expenses line item.

Inventories, page 53
9. You should use one inventory method for simila r types of inventories.  A mixture of
methods should only be used for different types of inventories, particularly when
there are valid business reasons for doing so.  Please disclose which types of
inventory you use each method for.  Pleas e also disclose the dollar amounts of
inventory accounted for under each method.  Please disclose whether you use more
than one method for any similar types of inve ntory.  If so, please also disclose your
basis for doing this.  In a portion of these instances, this may be due to a specific
method not being allowed in  certain countries.

Adjustments, page 54

10. For each adjustment related to prior peri ods which was recorded during the fourth
quarter of 2006, please provide us with additional background information so we may better understand the nature of each adjustment.  Please tell us how you determined that both individually and in the aggregate these adjustments were not material to any
prior annual and quarterly period.  SAB 99 not es that a materiality evaluation must be
based on all relevant quantita tive and qualitative factors. Please provide your SAB 99
materiality analysis explaining how you dete rmined that the errors related to each
prior period were immaterial on both a qua ntitative and qualitative basis. Please
ensure your response addresses all of the qualitative factors outlined in SAB 99 and
any other relevant qualitative factors.

Mr. Paul E. Huck
February 15, 2007
Page 4 of 6
Note 5.  Discontinued Operations, page 59

11. Throughout the filing, including on page 21, you state that you are currently marketing your Polymer Emulsions busine ss and actively engaging its partner and
potential buyers.  Please disclose whether or not you have reporte d the operations of
this business as discontinued.  Please also  tell us how you determined you did or did
not meet the criteria of paragraph 30 of  SFAS 144 to report these operations as
discontinued.

Note 9.  Plant and Equipment, page 62

12. Please breakout the gas generating and chemi cal facilities, machinery and equipment
line item into smaller and more meaningful  components.  In addition, we see from
page 51 that the range of useful lives for this line item is also  very broad.  Please
separately disclose the range  of useful lives for each new category presented.  For
categories that still have very broad usef ul lives, you should separately discuss the
types of assets that fall in each part of the range.

Note 12.  Long-Term Debt, page 63

13. Please tell us how you determined you met th e criteria of paragraphs 10 and 11 of
SFAS 6 to classify the 6.5%  Eurobond maturing in 2007 as long-term debt as of
September 30, 2006.  In doing so, please specifically address when you intend to refinance this debt.

Note 19.  Commitments and Contingencies

Environmental, page 73

14. You provide further information regardi ng your environmental matters in MD&A on
page 33 and in your Critical Accounting Policies on page 41.  These disclosures
include that there are approximately 32 site s on which a final settlement has not been
reached where you, along with others, have been designated a potentially responsible
party by the Environmental Protection Agency or are otherwise engaged in
investigation or remediation.  In the notes to your financial stat ements, please provide
the disclosures required by SAB Topic 5:Y.  These disclosures should include the following:
• The extent to which unasserted claims ar e reflected in your accrual or may affect
the magnitude of the contingency;
• Uncertainties with respect to joint and several liability that may affect the
magnitude of the contingency, including disc losure of the aggregate expected cost
to remediate particular sites that are individually material if  the likelihood of
contribution by the other significant pa rties has not been established;

Mr. Paul E. Huck
February 15, 2007
Page 5 of 6
• Disclosure of the nature and terms of cost-sharing arrangements with other
potentially responsible parties;
• The time frame over which the accrued or presently unrecognized amounts may
be paid out;
• Material components of the accruals and significant assumptions underlying
estimates; and
• Disaggregated disclosure that describes accrued and reasonably likely losses with
respect to particular environmental sites that are individually material. Also, if
management's investigation of potential liability and remediation cost is at
different stages with respect to individual sites, the c onsequences of this with
respect to amounts accrued and disclosed.
Refer to Questions 2 and 3 of SAB Topic 5:Y.

Other Commitments and Contingencies, page 74

15. Please disclose how you account for the put options which give the other shareholders of INOXAP and San Fu Gas Company, Ltd. th e right to require you to purchase their
shares.

Note 20.  Supplemental Information

Payables and Accrued Liabilities, page 74

16. Given that the trade creditors, payables, and accrued expenses line item represents approximately 36% of total current liabilities at September 30, 2006, please separately disclose any component of this li ne item that is in ex cess of 5 percent of
total current liab ilities.  Refer to Rule 5-02.20 of Regulation S-X.

FORM 10-Q FOR THE PERIOD ENDED DECEMBER 31, 2006

General

17. Please address the above comments in your interim filings as well.

*    *    *    *

Mr. Paul E. Huck
February 15, 2007
Page 6 of 6
  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at ( 202) 551-3692 or, in her absence,  to the undersigned at (202)
551-3769.

       S i n c e r e l y ,

       R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

LETTER TO THE SEC

8 March 2007

Mr. Rufus Decker

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 7010

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    Air Products and Chemicals, Inc.

    Form 10-K: For the Year Ended 30 September 2006

    Form 10-Q: For the Quarterly Period Ended 31 December 2006

Dear Mr. Decker,

In response to your letter of 2 March 2007, we provide the information
below, which should not be deemed “filed” with the Commission. Our
responses have been numbered to correspond with the comments in your
letter. The original comments, contained in your letter of 2 March
2007, have been included in italics for reference during your review.

* * * * * * * * * *

Comment 1 — General

Where a comment below requests additional disclosures or other revisions to be
made, please show us in your supplemental response what the revisions will look
like. These revisions should be included in your future filings.

Response:

In future filings, we will make the revisions described in our responses to
your comments 2 through 4 as detailed below.

Comment 2 — Note 9. Plant and Equipment, page 62

We note your response to prior comment 12. You will provide additional
disclosures regarding the useful lives of your production facilities by
segment. Please consider also providing the corresponding amount of production
facilities recorded by segment to make this disclosure more meaningful. Please
also disclose the useful lives of your distribution equipment.

Response:

In future filings, we will expand the table within Note 9 to list the amount of
production facilities by segment. In the footnote disclosing the useful lives
for depreciation, we will add the following sentence: For distribution
equipment, the estimated useful life ranges between 2 to 25 years, primarily 10
years.

Comment 3 — Note 19. Commitments and Contingencies, Environmental, page
73
We note your response to prior comment 14. You state that certain of the
disclosures previously requested and required by SAB Topic 5:Y have been
provided in your critical accounting policies. Please provide these
disclosures in the notes to your financial statements. Please also provide
disclosures in Note 19 regarding the Pace Facility, which should include the
amounts accrued, reasonably likely losses, and the current stage of the
investigation and/or remediation.

In future filings, we shall revise the environmental discussion in Note 1 and
Note 19 to include the information required by SAB Topic 5:Y and disclosures
requested above related to the Pace facility. Refer to the Attachment which
illustrates these revised Notes.

Comment 4 — General

Please address the above comments in your interim filings as well.

Response:
We will consider all of the above comments in our future interim
filings.

* * * * * * * * * *

Should the
staff require any additional information, please contact myself at
610-481-7932.

    Sincerely,

    Paul E. Huck

    Vice President and Chief Financial Officer

Attachment

ATTACHMENT

In future filings, we shall revise the environmental discussion in Note 1 and
Note 19 to include the information required by SAB Topic 5:Y and disclosures
requested related to the Pace facility, as follows:

Note 1 — Major Accounting Policies — Environmental Expenditures

Accruals for environmental loss contingencies are recorded when it is probable
that a liability has been incurred and the amount of loss can be reasonably
estimated. Remediation costs are capitalized if the costs improve the company’s
property as compared with the condition of the property when originally
constructed or acquired, or if the costs prevent environmental contamination
from future operations. The company expenses environmental costs related to
existing conditions resulting from past or current operations and from which no
current or future benefit is discernible.

The measurement of environmental liabilities is based on an evaluation of
currently available information with respect to each individual site and
considers factors such as existing technology, presently enacted laws and
regulations, and prior experience in remediation of contaminated sites. An
environmental liability related to cleanup of a contaminated site might
include, for example, a provision for one or more of the following types of
costs: site investigation and testing costs, cleanup costs, costs related to
soil and water contamination resulting from tank ruptures, post remediation
monitoring costs, and outside legal fees. These liabilities include costs
related to other potentially responsible parties to the extent that the company
has reason to believe such parties will not fully pay their proportionate
share. They also do not take into account any claims for recoveries from
insurance or other parties and are not discounted.

As assessments and remediation progress at individual sites, the amount of
projected cost is reviewed periodically, and the liability is adjusted to
reflect additional technical and legal information that becomes available.
Management has a well-established process in place to identify and monitor the
company’s environmental exposures. An environmental accrual analysis is
prepared and maintained that lists all environmental loss contingencies, even
where an accrual has not been established. This analysis assists in monitoring
the company’s overall environmental exposure and serves as a tool to facilitate
ongoing communication among the company’s technical experts, environmental
managers, environmental lawyers, and financial management to ensure that
required accruals are recorded and potential exposures disclosed.

Actual costs to be incurred at identified sites in future periods may vary from
the estimates, given inherent uncertainties in evaluating environmental
exposures. Refer to Note 19 for additional information on the company’s
environmental loss contingencies.

The accruals for environmental liabilities are reflected in the consolidated
balance sheet, primarily as part of other noncurrent liabilities, and will be
paid over a period of up to 30 years.

Note 19 — Commitments and Contingencies — Environmental

In the normal course of business, the company is involved in legal proceedings
under the federal Superfund law, similar state environmental laws, and RCRA
relating to the designation of certain sites for investigation or remediation.
Presently, there are approximately 32 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 (EPA) or
is otherwise engaged in investigation or remediation. In addition, the company
is also involved in cleanup activities at certain of its manufacturing sites.
The company continually monitors these sites for which it has environmental
exposure.

The company has accrued for environmental loss contingencies consistent with
the policy set forth in Note 1. The company estimates the exposure for
environmental contingencies to range from $52 to a reasonably possible upper
exposure of $70. The consolidated balance sheet at 30 September 2006 includes
an accrual of $52.4, primarily as part of other noncurrent liabilities. The
environmental liabilities will be paid over a period of up to 30 years.

Actual costs to be incurred at identified sites in future periods may vary from
the estimates, given inherent uncertainties in evaluating environmental
exposures. Using reasonably possible alternative assumptions of the exposure
level could result in an increase to the environmental accrual. Due to the
inherent uncertainties related to environmental exposures, a significant
increase to the reasonably possible upper exposure level could occur if a new
site was designated, the scope of remediation was increased, a different
remediation alternative was identified, or a significant increase in the
company’s proportionate share occurred. While the company does not expect that
any sums it may have to pay in connection with environmental exposures would
have a materially adverse effect on its consolidated financial position or net
cash flows, a future charge for any damage award could have a significant
impact on the company’s net income in the period in which it is recorded.

At 30 September 2006, $42.0 of the $52.4 environmental accrual was related to
the Pace, Florida, facility. In the fourth quarter of 2006, the company sold
its Amines business, which included operations at Pace, and recognized a
liability for retained environmental obligations associated with remediation
activities at Pace. The company is required by the Florida Department of
Environmental Protection (FDEP) to continue its remediation efforts in order
for the buyer of the Amines business to continue to operate the Amines facility
at Pace. As of 30 September 2006, the company estimated that it would take an
additional 20 years to complete the groundwater remediation and the costs
through completion were estimated to range from $42 to $50 million. As no
amount within the range was a better estimate than another, the company
recognized a pretax expense in the fourth quarter of 2006 of $42.0 million as a
component of income from discontinued operations and recorded an environmental
accrual of $42.0 in continuing operations on the consolidated balance sheet.

The company has implemented many of the remedial corrective measures at the
Pace, Florida, facility required under 1995 Consent Orders issued by the FDEP
and the United States EPA. Contaminated soils have been bioremediated and the
treated soils have been secured in a lined onsite disposal cell. Several
groundwater recovery systems have been installed to contain and remove
contamination from groundwater. In 2006, the company conducted an extensive
assessment of the site to determine how well existing measures are working,
what additional corrective measures may be needed, and whether newer
remediation technologies that were not available in the 1990’s might be
suitable to more quickly and effectively remove groundwater contaminants. Based
on our assessment results, we have identified potential new approaches to
accelerate the removal of contaminants and will conduct pilot tests to
determine their feasibility and effectiveness.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

March 2, 2007

Via U.S. mail and facsimile

Mr. Paul E. Huck
Vice President and Chief Financial Officer
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, Pennsylvania 18195

 RE: Form 10-K for the fiscal year ended September 30, 2006
  Form 10-Q for the peri od ended December 31, 2006
   File No. 1-4534

Dear Mr. Huck:

  We have reviewed your response lett er dated February 26, 2007 and have the
following additional comments.  If you disagree with our comment, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

  FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2006

General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

Mr. Paul E. Huck
March 2, 2007
Page 2 of 3
Financial Statements

Notes to the Financial Statements

Note 9.  Plant and Equipment, page 62

2. We note your response to prior comment 12.  You will provide additional disclosures regarding the useful lives of your production facilities by segment.  Please consider
also providing the corresponding amount of production facilities r ecorded by segment
to make this disclosure more meaningful.  Please also disclose th e useful lives of your
distribution equipment.

Note 19.  Commitments and Contingencies

Environmental, page 73

3. We note your response to prior comment 14.  You state that certain of the disclosures
previously requested and required by SA B Topic 5:Y have been provided in your
critical accounting policies.  Please provide  these disclosures in the notes to your
financial statements.  Please also provide disclosures in Note 19 regarding the Pace
facility, which should include the amounts accrued, reasonably likely losses, and the
current stage of the inves tigation and/or remediation.

FORM 10-Q FOR THE PERIOD ENDED DECEMBER 31, 2006

General

4. Please address the above comments in your interim filings as well.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

Mr. Paul E. Huck
March 2, 2007
Page 3 of 3

If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at ( 202) 551-3692 or, in her absence,  to the undersigned at (202)
551-3769.

       S i n c e r e l y ,

       R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

26 February 2007

Mr. Rufus Decker

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 7010

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    Air Products and Chemicals, Inc.

    Form 10-K: For the Year Ended 30 September 2006

    Form 10-Q: For the Quarterly Period Ended 31 December 2006

Dear Mr. Decker,

In response to your letter of 15 February 2007, we provide the information below, which
should not be deemed “filed” with the Commission. Our responses have been numbered to
correspond with the comments in your letter. The original comments, contained in your
letter of 15 February 2007, have been included in italics for reference during your review.

* * * * * * * * * *

Comment 1 — General

Where a comment below requests additional disclosures or other revisions to be made, please show us
in your supplemental response what the revisions will look like. These revisions should be
included in your future filings.

Response:

In future filings, we will make the revisions described in our responses to your comments 2 through
16 as detailed below.

Comment 2 — Available Information, page 6

Please disclose our new address, which is 100 F Street, N.E., Washington D.C. 20549.

Response:

In future filings, we shall disclose the new address as detailed above.

Comment 3 — Item 9A. Controls and Procedures, page 15

Please disclose whether there have been any changes in your internal controls over financial
reporting that occurred during the most recent quarter rather than subsequent to the date of the
most recent evaluation. Refer to Item 308(c) of Regulation S-K.

Response:

In future filings, provided there has been no change in internal controls over financial reporting,
we shall include the following disclosure:

There has been no change in the Company’s internal controls over financial reporting (as that term
is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which have occurred during the
quarter ended [                                  ] that has materially affected, or is
reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Comment 4 — Effective Tax Rate, page 24

On pages 24 and 25, you discuss the effective tax rate excluding certain items. These amounts
constitute non-GAAP measures. Please revise your MD&A for each period presented to remove these
non-GAAP measures and instead discuss the changes between periods in your GAAP amounts. Amounts
that are a business reason for the change between periods, such as the specified items you refer
to, should be discussed as one of the business reasons for the change in the applicable GAAP amount
between periods. Please make the appropriate revisions.

Response:

In future filings, we shall revise the MD&A discussion of the effective tax rates similar to the
following related to the change between 2005 and 2006:

The effective tax rate was 26.6%, down slightly from 26.9% in 2005. The sale of the Geismar,
Louisiana, DNT production facility, the global cost reduction plan charge, and the impairment of
loans receivable resulted in a 0.5% reduction of the fiscal 2006 effective tax rate.

Comment 5 — Statements of Cash Flows, page 48

You present a subtotal of cash provided by operating activities prior to working capital changes.
This amount constitutes a non-GAAP measure. Please remove this subtotal from your statements.
Refer to Item 10(e) (1) (ii) (C) of Regulation S-K.

Response:

In future filings, we shall remove the subtotal of cash provided by operating activities prior to
working capital changes from our Statements of Cash Flows.

Comment 6 — Statements of Cash Flows, page 48

Please separately present changes in inventories in your determination of cash provided by
operating activities. Refer to paragraph 29 of SFAS 95.

Response:

In future filings, we shall separately disclose both the change in inventories and the change in
contracts in progress in the Statements of Cash Flows.

Comment 7 — Statements of Shareholders’ Equity, page 49

Please disclose the components of accumulated other comprehensive income (loss) as of each balance
sheet date as required by paragraph 26 of SFAS 140. Please also disclose for all periods presented
the amounts of the reclassification adjustments for each classification of other comprehensive
income. See paragraph 20 of SFAS 130.

2

Response:

In future filings, provided that the reclassification adjustments are not material, we will
specifically disclose that the reclassification adjustments were not material in the
Footnote for Other Comprehensive Income.

The components of accumulated other comprehensive income have been disclosed in Footnote 20
to the 30 September 2006 Consolidated Financial Statements in accordance with paragraph 26
of SFAS 130. The reclassification adjustments were not material for the periods presented.
Footnote 6 to the 30 September 2006 Consolidated Financial Statements disclosed that
amounts reclassified from other comprehensive income due to the discontinuance of a hedge
were not material.

Comment 8 — General, Note 1. Major Accounting Policies

Please disclose the types of expenses that you include in the cost of sales line item and
the types of expenses that you include in the selling and
administrative expenses line item.

Response:

In future filings, we will disclose the types of expenses included in cost of sales and
selling and administrative expenses, as described below.

Cost of sales predominately represents the cost of tangible products sold. These costs
include labor, raw materials, plant engineering and purchasing department overhead, power,
depreciation, production supplies and materials packaging costs, and maintenance costs. As
disclosed in Footnote 1 to the 30 September 2006 Consolidated Financial Statements, costs
incurred for shipping and handling are also included in cost of sales. The principal
components of selling and administrative expenses are salaries, advertising, and
promotional costs.

We believe that our historical disclosures have met the requirements of both U.S. GAAP and
Regulation S-X. However, we will add the above disclosures in future filings.

Comment 9 — Note 1. Major Accounting Policies, Inventories, page 53

You should use one inventory method for similar types of inventories. A mixture of methods
should only be used for different types of inventories, particularly when there are valid
business reasons for doing so. Please disclose which types of inventory you use each
method for. Please also disclose the dollar amounts of inventory accounted for under each
method. Please disclose whether you use more than one method for any similar types of
inventory. If so, please also disclose your basis for doing this. In a portion of these
instances, this may be due to a specific method not being allowed in certain countries.

Response:

In future filings, we will disclose the inventory method used for the various types of
inventory, as described below. A disclosure of the percentage of inventory valued on the
last-in first-out (LIFO) method at each balance sheet date has been included in Footnote 7
to the 30 September 2006 Consolidated Financial Statements. The Company does utilize one
inventory method for each type of inventory.

The Company utilizes the LIFO method for inventories in the Merchant Gases, Tonnage Gases,
Electronics and Performance Materials, and Chemicals segments in the United States.
Inventories for these segments outside of the United States are accounted for on the
first-in first-out (FIFO) method, as the LIFO method is not generally permitted in the
foreign jurisdictions where these segments operate. The Healthcare and Equipment and
Energy

3

segments inventories on a worldwide basis, as well as all other inventories, are accounted
for on the FIFO basis.

We believe that our historical disclosures have met the requirements of both U.S. GAAP and
Regulation S-X. However, we will provide these additional disclosures described above in
future filings.

Comment 10 — Note 1. Major Accounting Policies, Adjustments, page 54

For each adjustment related to prior periods which was recorded during the fourth quarter
of 2006, please provide us with additional background information so we may better
understand the nature of each adjustment. Please tell us how you determined that both
individually and in the aggregate these adjustments were not material to any prior annual
and quarterly period. SAB 99 notes that a materiality evaluation must be based on all
relevant quantitative and qualitative factors. Please provide your SAB 99 materiality
analysis explaining how you determined that the errors related to each prior period were
immaterial on both a quantitative and qualitative basis. Please ensure your response
addresses all of the qualitative factors outlined in SAB 99 and any other relevant
qualitative factors.

Response:

A paper copy of the Company’s SAB 99 analysis, dated 22 October 2006, has been separately
submitted. The Company requests confidential treatment of this document under Rule 12b-4
and, also, requests that the staff return this document when its review is complete. The
adjustments discussed in this analysis were reviewed with the Company’s senior management,
the Audit Committee of the Board of Directors, and external auditors prior to filing the
Company’s 30 September 2006 Form 10-K.

As requested, below is supplemental information related to the adjustments recorded during
the fourth quarter of 2006.

Inventory

The Company’s Healthcare segment recorded an adjustment to reduce its inventories to actual
based on physical counts, of which $7 million related to prior years. In fiscal year 2006,
the Company discovered that physical inventory counts had resulted in the double counting
of certain inventories.

Environmental Liabilities

The Company acquired a facility in Pensacola, Florida (Pace) in 1969. In 1986, the Company
implemented a groundwater monitoring program, as required by the Florida Department of
Environmental Protection (FDEP). In 1986, the Company notified the FDEP that the Company’s
monitoring program had identified groundwater contamination. Subsequently, the Company
entered into an agreement with the FDEP to implement a groundwater remediation program.

During fiscal 2006, the Company sold its Amines business to a third party. The Company’s
Amines business included operations at Pace. With the sale of the Amines business, the
Company had no substantive operations remaining at Pace. In connection with the
disposition of the Amines business, the buyer would only agree to purchase the operating
assets (consisting of machinery, buildings, and equipment) at Pace and entered into an
arrangement with the Company to lease the land underlying the operating assets at Pace.
The Company is required by the FDEP to continue its remediation efforts in order for the
buyer to continue to operate the Amines facility at Pace. In connection with the sale of
the Amines business, the Company reexamined its accounting for the remediation activities
at Pace.

4

Based on a review of SOP 96-1 during the reexamination as described above, the Company
concluded that a liability should have been accrued for the estimated remediation
expenditures at Pace in 1993 or earlier. The Company has concluded that during 1993 or
earlier, a liability for remediation at Pace had been incurred, was estimable, and was
related to past events. As indicated above, the Company is required to continue the
remediation efforts for the Amines business buyer to continue operations at Pace.

At 30 September 2006, it was the opinion of the Company’s environmental specialists that it
would take an additional 20 years to complete the groundwater remediation. The Company’s
environmental specialists have estimated costs through completion to range from $42 to $50
million. As no amount within the range was a better estimate than another, the Company
recognized a pretax expense in the fourth quarter of 2006 of $42 million as a component of
income from discontinued operations, of which $35 million pertained to prior years.

Income Taxes

The Company performed its book to tax reconciliation at 30 September 2006. In connection
with that review the Company identified several items that related to prior periods
representing a tax benefit of approximately $20 million. The identified prior period
adjustments related to both domestic and foreign operations and impacted fiscal years 2005,
2004 and years prior to 2004. The adjustments related to a true-up of the recognized tax
provision to the actual federal and state income tax returns, and an over-accrual of taxes
related to certain of the Company’s foreign operations.

Accounts Payable

There was an over-accrual of accounts payable of $4.2 million that was related to prior
years.

Comment 11 — Note 5. Discontinued Operations, page 59

Throughout the filing, including on page 21, you state that you are currently marketing
your Polymer Emulsions business and actively engaging its partner and potential buyers.
Please disclose whether or not you have reported the operations of this business as
discontinued. Please also tell us how you determined you did or did not meet the criteria
of paragraph 30 of SFAS 144 to report these operations as discontinued.

Response:

The Polymer Emulsions business was not reported as a discontinued operation in the 30
September 2006 Consolidated Financial Statements. The Polymer Emulsions business will be
reported as a discontinued operation if and when the Board of Directors, representing the
requisite level of authority, commits to sell the business (as disclosed in our Quarterly
Report on Form 10-Q for the period ended 30 June 2006). At 30 September 2006, and through
the date of this letter, the Company is exploring the sale of this business and the Board
of Directors has not committed to such an action. As a result, the Polymer Emulsions
business did not meet the criteria of a discontinued operation under paragraph 30 of SFAS
144 at 30 September 2006.

Comment 12 — Note 9. Plant and Equipment, page 62

Please break out the gas generating and chemical facilities, machinery and equipment line
item into smaller and more meaningful components. In addition, we see from page 51 that
the range of useful lives for this line item is also very broad. Please separately
disclose the range of useful lives for each new category presented. For categories that
still have very broad useful lives, you should separately discuss the types of assets that
fall in each part of the range.

5

Response:

Gas generating and chemical facilities (production facilities) comprise the majority of the
Company’s gas generating and chemical facilities, machinery and equipment. The next
largest component of gas generating and chemical facilities, machinery and equipment, after
production facilities, is distribution equipment. The cost of distribution equipment
represents less than 10% of the Company’s total plant and equipment at 30 September 2006.
Other components of plant and equipment are immaterial relative to the Company’s total
plant and equipment at 30 September 2006. We believe the disclosure presented in the
Company’s 30 September 2006 Consolidated Financial Statements meets the disclosure
requirements of both U.S. GAAP and Regulation S-X.

On pages 39 and 40 of the Annual Report, the Company has disclosed the critical accounting
policy for depreciable lives of plant and equipment, including sensitivity analysis for
depreciation expense. In that discussion, the Company discloses the range of useful lives
for production facilities in the different segments.

In future filings, we shall provide the following additional disclosures in our
depreciation discussion in Footnote 1 to the Consolidated Financial Statements:

Depreciation is recorded using the straight-line me