8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 18, 2014

Air Products and Chemicals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-4534	23-1274455
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
7201 Hamilton Boulevard, Allentown, Pennsylvania		18195-1501
(Address of Principal Executive Offices)		(Zip Code)

(610) 481-4911

Registrant’s telephone number, including area code

not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01  Regulation FD Disclosure

On 18 September 2014, Air Products and Chemicals, Inc. (the “Company”) announced plans to restructure the Company, including realignment of the Company’s businesses into new reporting segments and organizational changes.

Mr. Seifi Ghasemi, Chairman, President and Chief Executive Officer of the Company will make a presentation on the Company’s restructuring, future objectives and financial guidance for the fiscal 2014 fourth quarter at the Credit Suisse Basic Materials Conference at 9 a.m. EDT on 18 September 2014. The event will be audio webcast. A link to the webcast and presentation slides will be available on the Company’s Investor Relations Overview page at www.airproducts.com. A copy of the presentation slides is attached as Exhibit 99.1

Pursuant to General Instruction B.2 of Form 8-K, the information contained in the presentation slides furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

8.01   Other Events

The press release announcing the reorganization is attached as Exhibit 99.2.

Item 9.01.  Financial Statements and Exhibits

d. Exhibits

99.1	Credit Suisse Basic Materials Conference -Presentation Slides
99.2	Press Release dated September 18, 2014

2

SIGNATURES

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

	Air Products and Chemicals, Inc.
	(Registrant)
Dated: September 18, 2014	By:	/s/    Mary T. Afflerbach
		Mary T. Afflerbach
		Corporate Secretary and Chief Governance Officer

3

Exhibit Index

Exhibit No.	Description
99.1	Credit Suisse Basic Materials Conference – Presentation Slides
99.2	Press Release dated September 18, 2014

4

EX-99.1

Seifi Ghasemi

Chairman, President and

Chief Executive Officer

September 18, 2014

Create Shareholder Value

Exhibit 99.1

2

Forward looking statements

Note: This presentation contains "forward-looking statements" within the safe harbor provisions of the Private

Securities Litigation Reform Act of 1995, including statements about earnings guidance, business outlook and

the Company's future plans, objectives, estimates and goals.  Such statements address future conditions

including concerning profitability, operations, capital expenditures, cashflow and earnings. These forward-

looking statements are based on management's reasonable expectations and assumptions as of the date of

this release. Actual performance and financial results may differ materially from projections and estimates

expressed in the forward-looking statements because of many factors not anticipated by management,

including, without limitation, weakening global or regional economic conditions; future financial and operating

performance of major customers or end markets; the Company's ability to identify future markets and

successfully expand existing ones; unanticipated contract terminations or customer cancellations or

postponement of projects and sales; the impact of competitive products and pricing; unexpected changes in

raw

material

supply

and

markets;

unanticipated

asset

impairments

or

losses;

the

ability

to

recover

increased

energy

and

raw

material

costs

from

customers;

costs

and

outcomes

of

litigation

or

regulatory

investigations;

the cost and impact of management and organizational changes, including the impact on the Company's

ability to retain qualified personnel; the success of restructuring and cost reduction programs; the Company's

ability to successfully develop and execute new projects and technologies; significant fluctuations in interest

rates and foreign currencies from that currently anticipated; political risks, including the risks of unanticipated

government actions that may result in project delays, cancellations or expropriations; the impact of changes

in environmental, tax or other legislation and regulatory activities in jurisdictions in which the Company and

its affiliates operate; and other risk factors described in the Company's Form 10-K for its fiscal year ended

September 30, 2013. The Company disclaims any obligation or undertaking to disseminate any updates or

revisions to any forward-looking statements contained in this release to reflect any change in the Company's

assumptions, beliefs or expectations or any change in events, conditions, or circumstances upon which any

such forward-looking statements are based.

All financial figures are FY13 unless noted otherwise.

3

$10.2

billion in sales

21,600

employees

50+

countries

273

on Fortune 500 list

7+

decades

in business

170,000+

customers

1800

miles of industrial

gas pipeline

750+

production

facilities

30+

industries

served

Air Products today

4

Air Products global presence

41%

U.S./Canada

26%

Europe

25%

Asia

8%

Latin

America

5

First 75 Days

•

Air Products has the people, technologies, and

geographic footprint

to deliver industry-leading

performance

•

The people of Air Products are ready for the

significant changes necessary to regain the

leadership position

we enjoyed 20 years ago

•

We will unlock the value potential through a

management

approach

that

empowers

and

motivates our employees

6

Observations –

First 75 Days

7

Moving Forward

Today’s Agenda

8

Strategy

Path

Forward

•

Mission

•

Our Goal

•

Management Principles

•

Our Plan

•

Q4 FY14

•

Summary

•

Competitive Advantage

Our Mission

9

Create

Shareholder

Value

Air Products will be the

safest

and the

most profitable

industrial gas company in the

world, providing excellent

service to our customers

10

Our Goal

•

The only acceptable goal is

zero accidents

•

Maintaining a safe workplace is a

fundamental and moral responsibility

11

Safest

As measured by:

•

EBITDA

as a percent of Sales

•

Operating

Profit as a percent of Sales

•

Return on Capital

12

Most Profitable

Air Products will be the

safest

and

the

most

profitable

industrial gas company in the

world, providing excellent

service to our customers

13

Our Goal

14

Management

Principles

Management Principles

15

CEO Focus

Capital allocation is the most important

job of the CEO

Operating

Model

Decentralized organization releases

entrepreneurial energy and minimizes

costs and politics

Shareholder

Value

Cash is king; cash flow drives long-term value

What counts in the long term is the increase

in per share value of our stock, not size or

growth

16

Our Plan

17

Our 5 Point Plan

Focus on the Core

Restructure the Organization

Change Company Culture

Control Capital / Costs

Align Rewards

•

We

are

an

Industrial

Gas

company

and

will

continue to be going forward

•

Strengthen our integrated supply

networks and

build density

•

Selective geographic participation

where we

are advantaged

•

Sale

of

gas

and

sale

of

equipment

at

attractive

returns

18

Our Plan –

Focus on the Core

Our Plan –

Focus on the Core

19

Products

Integrated Supply Modes

Our Core

Businesses

Participate

based on

Profitability

•

Performance Materials & Electronic

Materials

•

Energy-from-Waste

•

Atmospheric Gases: O

2

, N

2

, Ar

•

Process & Specialty Gases: H

2

, He, CO

2

•

Equipment: LNG, He Containers

•

Onsite / Pipeline, Liquid / Bulk, Packaged

•

Decentralized organization

•

Geographic focus and alignment

•

Empowered and accountable business managers

•

Reduced and streamlined management layers

•

Detailed operating metrics

20

2.  Our Plan –

Restructure Organization

Our Plan –

Reporting Segments

21

Energy from

Waste

Gases -

Americas

Gases -

EMEA

Global

Gases

Corporate

Materials 

Technologies

Gases -

Asia

$3,900

38%

$2,100

21%

$1,600

16%

$310

3%

$420

4%

n/a

$1,900

18%

Industrial Gases

(FY13 Revenue $MM, %)

Chairman, President

& CEO

S. Ghasemi

Our Plan –

New Organization

22

SVP & CAO

J. Stanley

SVP & CFO

S. Crocco

VP

Energy from Waste

D. Taylor

VP

HR

J. Grant

President

Americas

C. Painter

President

EMEA

I. Bols

VP

Ops. Excel.

R. Boocock

Joint Ventures

S. Ghasemi

Mexico

India

Thailand

S. Africa

Italy

EVP

Materials Tech.

G. Novo

VP

Perf. Mat.

R. Thomas

VP

Elect. Mat.

W. Mitchell

President

Asia

W. Mok

EVP

Industrial Gases

C. Painter

SVP

Eng. & Mfg.

P. Mattimore

VP

HyCO & LASU COE

J. Byrne

VP

Corp. Dev.

K. Klein

3.  Our Plan –

Change Culture

23

Self-Confidence

•

Every employee at Air Products is as

capable, or more capable than, any

one of our competitors’

employees

•

As a team, we can and will be the best

•

We are a team working together to win

•

We are not just doing a job, we are

committed to excellence

Safety

•

Enjoyable place to work

•

Encourages people to get involved

•

Disciplined approach to every job

•

More efficient and profitable operation

Simplicity

•

Simple and clear structure

•

Simple work and decision-making

processes

•

Simple and well-understood reward

system based on areas of

responsibility

Speed

•

Get it done

•

Sense of urgency

•

Fast response to customer needs

•

Once a decision is made, implement!

Capital Allocation

•

We will not spend more than we can afford

•

We have raised required project returns and

lowered delegations of authority for capital spend

Cost / Efficiency Program

•

Reduce Corporate overhead

•

Drive operational improvement across the network

24

4.  Our Plan –

Control Capital / Costs

•

Annual incentive plan based on aggressive EBITDA 

targets at business unit level

•

Long-term equity plan totally aligned with

shareholder value creation

•

Significant stock ownership by senior

management

25

5.  Our Plan –

Align Rewards

Our Plan –

5 Point Plan Summary

26

Restructure

Organization

Decentralize

Geographic

alignment

Control

Capital/Costs

Capex

Hurdle rates

Corporate

cost

Ops. / Dist.

efficiency

Change

Culture

Safety

Simplicity

Speed

Self-confidence

Align

Rewards

Reward

performance

EBITDA / value

creation target

Focus on

the Core

Industrial

gases

Key

geographies

27

Fourth Quarter

Guidance

•

Guidance

was

$1.60

-

$1.65

EPS

•

Today we are reconfirming our guidance;

midpoint would be the highest quarterly earnings

the Company has ever achieved by over 10%

28

Fiscal Year 2014 –

4th Quarter

Summary

29

Mission

Create value for shareholders

Our Goal

Be the safest

and most

profitable

Management

Principles

Cash is king

Capital allocation

Decentralized organization

30

Summary

Our Plan

Industrial gases

Focus on the Core

Geographic focus

Restructure the Organization

Safest, Simplicity, Speed,

Self-confidence

Change Company Culture

Raise hurdle rates /

overhead and efficiency

Control Capital / Costs

EBITDA short-term /

TSR long-term

Align Rewards

1

2

3

4

5

The only sustainable element of

long-term competitive advantage

is

the

degree

of

commitment

and

motivation

of

the

people

in the enterprise

31

Our Competitive Advantage

32

Moving Forward

tell me more

Thank you

tell me more

Our Plan –

Reporting Segments

34

Energy from

Waste

Gases -

Americas

Gases -

EMEA

Global

Gases

Corporate

Materials 

Technologies

Gases -

Asia

$3,900

38%

$2,100

21%

$1,600

16%

$310

3%

$420

4%

n/a

$1,900

18%

Industrial Gases

(FY13 Revenue $MM, %)

•

Onsite / Pipeline

–

Air Separation Unit (ASU) –

O

2

, N

2

, Ar

–

Hydrogen/HyCO

•

Liquid / Bulk –

O

2

, N

2

, Ar, He, etc

•

Packaged Gases

•

Sale of

Equipment

(ASU,

non-cryo)

•

Performance

Materials

•

Electronics

Materials

•

Tees Valley

•

LNG

Equipment

•

Helium

containers

•

Corporate

Costs

Appendix: Guidance

35

EPS Guidance

Diluted

Q4 Guidance

EPS

(1)

Q413 GAAP

$0.70

Business Restructuring Charge

$0.74

Advisory Costs

$0.03

Q413 Non GAAP

$1.47

Q414 Guidance

$1.60-$1.65

% Change

9%-12%

Diluted

Full Year Guidance

EPS

(1)

FY13 GAAP

$4.73

Business Restructuring Charge

$0.74

Advisory Costs

$0.03

FY13 Non GAAP

$5.50

FY14 Guidance

$5.72-$5.77

% Change

4%-5%

(1)

Continuing operations, attributable to Air Products

EX-99.2

Exhibit 99.2

Air Products and Chemicals, Inc.

7201 Hamilton Boulevard, Allentown, PA 18195-1501

www.airproducts.com

Air Products Announces Major Company Restructuring

LEHIGH VALLEY, Pa. (September 18, 2014) – Air Products’ (NYSE:APD) chairman, president and chief executive officer, Seifi Ghasemi, today announces a major company restructuring, with the goal of regaining industry leadership by providing excellent service to customers as the safest and most profitable industrial gas company in the world. Ghasemi says he has already met and communicated with thousands of Air Products’ employees who are ready for change and are committing to a new corporate culture in order to meet this objective.

“Today we are taking a major step to restructure for future success. Air Products had the industry leadership position 20 years ago and maintains leading market positions in key regions. We will regain that leadership position by first reorganizing our Industrial Gases segment on a geographic basis, and move to a decentralized, simpler, and more efficient structure which creates true profit and loss (P&L) accountability at many levels of the organization. The people at Air Products are ready to advance this great company, and I am excited by the significant opportunities in front of us,” says Ghasemi.

Segment Descriptions

Effective at the start of Air Products’ 2015 fiscal year (October 1, 2014), the company will realign into seven reporting segments (please refer to the summary table at the end of this release):

• Industrial Gases will comprise four reporting segments and will include all Air Separation Units (ASUs), Hydrogen/HyCO plants (hydrogen, carbon monoxide and syngas), and the current Merchant Gases segment. Reflecting greater regional focus, over 95% of current Industrial Gases revenues will be contained in the geographic segments of Americas; Asia; and Europe, Middle East and Africa (EMEA).

• Materials Technologies will include the Electronics Materials and Performance Materials businesses and will continue to operate as a global business.

• Energy-from-Waste will include the two Tees Valley projects in the U.K.

• A Corporate segment will include two global businesses (LNG and Helium containers) and corporate supporting functions.

To enable true P&L accountability, operations, distribution, and portions of other enabling functions will be integrated within Industrial Gases and Materials Technologies.

Organization

Accountable for implementing this new alignment and reporting directly to Ghasemi are:

• Corning Painter, executive vice president, Industrial Gases worldwide

• Guillermo Novo, executive vice president, Materials Technologies

• Scott Crocco, senior vice president and chief financial officer

• John Stanley, senior vice president, general counsel and chief administrative officer

• Pam Mattimore, senior vice president, Engineering and Manufacturing

• David Taylor, vice president, Energy-from-Waste

• Jennifer Grant, vice president and chief human resources officer

• Kearney Klein, vice president, Corporate Development

• Jeff Byrne, vice president, HyCO and Large ASU Center of Excellence

-more-

Additionally, Ghasemi says his employee meetings have given him an assurance that Air Products’ people are serious about adopting a new, rigorous company culture with a targeted focus and a team dedicated to:

• Safety – establishing a goal of zero accidents;

• Simplicity – implementing a simple, empowered, accountable organization and work processes;

• Speed – business and project execution with a sense of urgency; and

• Self-confidence – in Air Products’ ability to achieve outstanding results by setting challenging performance targets.

Ghasemi plans to talk about goals, restructuring and strategy this morning in New York at the Credit Suisse Basic Materials Conference. Ghasemi‘s presentation will be audio webcast at 9 a.m. EDT, and the presentation slides will be available at Air Products’ Investor Relations event details web site. Ghasemi will share Air Products’ future objectives and financial guidance for the fiscal 2014 fourth quarter. Guidance for fiscal year 2015 will be discussed during Air Products’ year-end earnings call, to be scheduled in October 2014.

Reporting Segment

Reporting Segment	Industrial Gases – Americas	Industrial Gases – EMEA	Industrial Gases – Asia	Industrial Gases – Global	Materials Technologies	Energy- from- Waste	Corporate
Approx FY13 Revenue	$3.9B	$2.1B	$1.6B	$0.3B	$1.9B	NA	$0.4B
Key Business	•    Air Separation Unit •    Hydrogen/HyCO •    Liquid Bulk •    Packaged Gases			•    Sale of Equipment  (ASU, non-cryo)	•    Performance   Materials •    Electronics Materials	Tees Valley	•    LNG •    Helium containers •    Corporate costs

About Air Products

Air Products (NYSE:APD) provides atmospheric, process and specialty gases; performance materials; equipment; and technology. For over 70 years, the company has enabled customers to become more productive, energy efficient and sustainable. Recognized as one of the world’s most innovative companies by both Thomson Reuters and Forbes magazine, more than 21,000 employees in over 50 countries supply effective solutions to the energy, environment and emerging markets. These include semiconductor materials, refinery hydrogen, coal gasification, natural gas liquefaction, and advanced coatings and adhesives. In fiscal 2013, Air Products had sales of $10.2 billion. For more information, visit www.airproducts.com.

NOTE: This release may contain forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s reasonable expectations and assumptions as of the date of this release regarding important risk factors. Actual performance and financial results may differ materially from projections and estimates expressed in the forward-looking statements because of many factors not anticipated by management, including risk factors described in the Company’s Form 10K for its fiscal year ended September 30, 2013.

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Media Inquiries:

George Noon, tel: (610) 481-1990; email: noong@airproducts.com.

Art George, tel: (610) 481-1340; email: georgeaf@airproducts.com.

Investor Inquiries:

Simon Moore, tel: (610) 481-7461; email: mooresr@airproducts.com.