Obbligazione Air Products & Chemicals Inc. 2.75% ( US009158AT32 ) in USD

Emittente Air Products & Chemicals Inc.
Prezzo di mercato 100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US009158AT32 ( in USD )
Tasso d'interesse 2.75% per anno ( pagato 2 volte l'anno)
Scadenza 02/02/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Air Products and Chemicals US009158AT32 in USD 2.75%, scaduta


Importo minimo 1 000 USD
Importo totale 400 000 000 USD
Cusip 009158AT3
Standard & Poor's ( S&P ) rating A ( Upper medium grade - Investment-grade )
Moody's rating A2 ( Upper medium grade - Investment-grade )
Descrizione dettagliata Air Products and Chemicals è una società multinazionale americana leader nella produzione e fornitura di gas industriali, processi e attrezzature correlate.

The Obbligazione issued by Air Products & Chemicals Inc. ( United States ) , in USD, with the ISIN code US009158AT32, pays a coupon of 2.75% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 02/02/2023

The Obbligazione issued by Air Products & Chemicals Inc. ( United States ) , in USD, with the ISIN code US009158AT32, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Air Products & Chemicals Inc. ( United States ) , in USD, with the ISIN code US009158AT32, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/2969/000119312513031573/d468459d424b5.htm
424B5 1 d468459d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount to be
Offering
Aggregate
Amount of
Title of each Class of Securities to be Registered

Registered

Price


Offering Price
Registration Fee(1)
2.750% Notes due 2023

$400,000,000
99.593%
$398,372,000
$54,337.94
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
1 of 40
1/31/2013 11:36 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/2969/000119312513031573/d468459d424b5.htm
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-178120

PROSPECTUS SUPPLEMENT
(To prospectus dated November 22, 2011)
2.750% Notes due 2023


The notes referenced above (the "Notes") will mature on February 3, 2023. We will pay interest on the Notes on February 3 and August 3 of each year, beginning on
August 3, 2013. We may redeem the Notes prior to maturity, in whole or in part, as described in this prospectus supplement.
Investing in these Notes involves risks. See "Risk Factors" on page S-3 of this prospectus supplement to read about important factors you should consider before buying the
notes.

Proceeds, Before
Public Offering
Underwriting
Expenses, to the


Price(1)

Discount

Company

Per Note

99.593%


0.450%


99.143%

Total

$ 398,372,000
$ 1,800,000
$
396,572,000
(1) Plus accrued interest, if any, from February 4, 2013.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear
Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about February 4, 2013.


Joint Book-Running Managers
2 of 40
1/31/2013 11:36 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/2969/000119312513031573/d468459d424b5.htm


Co-Managers

Banca IMI

Mizuho Securities

Santander
Scotiabank

SMBC Nikko

UBS Investment Bank

Wells Fargo Securities

The date of this prospectus supplement is January 30, 2013.
3 of 40
1/31/2013 11:36 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/2969/000119312513031573/d468459d424b5.htm
Table of Contents
TABLE OF CONTENTS



Page
Prospectus Supplement

ABOUT AIR PRODUCTS AND CHEMICALS, INC.

S-3
RISK FACTORS

S-3
DOCUMENTS INCORPORATED BY REFERENCE

S-3
USE OF PROCEEDS

S-4
DESCRIPTION OF NOTES

S-4
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

S-10
UNDERWRITING

S-14
LEGAL OPINIONS

S-16
Prospectus

WHERE YOU CAN FIND MORE INFORMATION

1

THE COMPANY

1

RATIOS OF EARNINGS TO FIXED CHARGES

2

USE OF PROCEEDS

2

DESCRIPTION OF SECURITIES

3

PLAN OF DISTRIBUTION

14

LEGAL OPINIONS

15

EXPERTS

15

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus supplement and the accompanying prospectus. We are offering to sell Notes and making offers to buy Notes only in
jurisdictions in which offers and sales are permitted. The information contained in this prospectus supplement and the accompanying prospectus is accurate only as of the date of
this prospectus supplement, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale of the Notes. In this prospectus
supplement and the accompanying prospectus, the "Company," "we," "us" and "our" refer to Air Products and Chemicals, Inc.
If we use a capitalized term in this prospectus supplement and do not define the term, it is defined in the accompanying prospectus.
References herein to "$" and "dollars" are to the currency of the United States.

S-2
4 of 40
1/31/2013 11:36 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/2969/000119312513031573/d468459d424b5.htm
Table of Contents
ABOUT AIR PRODUCTS AND CHEMICALS, INC.
Air Products and Chemicals, Inc. (the "Company"), a Delaware corporation originally founded in 1940, serves energy, electronics, chemicals, steel and manufacturing
customers globally with a unique portfolio of products, services and solutions that include atmospheric gases, process and specialty gases, performance materials, equipment and
services. The Company is the world's largest supplier of hydrogen and helium and has built leading positions in growth markets such as semiconductor materials, refinery
hydrogen, natural gas liquefaction and advanced coatings and adhesives.
RISK FACTORS
You should carefully consider the risk factors in the documents incorporated by reference in this prospectus, and all of the other information herein and therein before
making an investment decision. See "Risk Factors" beginning on page 9 of our Annual Report on Form 10-K for the year ended September 30, 2012.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with the SEC under the Securities Exchange Act of 1934, as amended (which we refer to as the
"Exchange Act"), which means that we can disclose important information to you by referring you to those documents. Information incorporated by reference is considered to be a
part of this prospectus supplement, and information that we file later with the SEC will automatically update, modify and, where applicable, supersede this information. We
incorporate by reference into this prospectus supplement the specific documents listed below and all documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act between the date of this prospectus supplement and the termination of the offering of securities under this prospectus supplement, which future filings
shall be deemed to be incorporated by reference into this prospectus supplement and to be part of this prospectus supplement from the date we subsequently file such documents.
Unless we specifically state otherwise, we do not incorporate by reference any documents or information deemed to be furnished and not filed in accordance with SEC rules. The
SEC file number for these documents is 1-4534.


S-3
5 of 40
1/31/2013 11:36 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/2969/000119312513031573/d468459d424b5.htm
Table of Contents

· Our Annual Report on Form 10-K for the fiscal year ended September 30, 2012, filed with the SEC on November 20, 2012;


· Our Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, filed with the SEC on January 25, 2012;


· Our Current Reports on Form 8-K filed with the SEC on December 20, 2012, January 28, 2013 and January 30, 2013.
Any statement contained in this prospectus supplement or the accompanying prospectus or in any document incorporated by reference into this prospectus supplement or the
accompanying prospectus shall be deemed to be modified or, where applicable, superseded for the purposes of this prospectus to the extent that a statement contained in this
prospectus supplement or the accompanying prospectus or any subsequently filed document that also is incorporated by reference into this prospectus supplement or the
accompanying prospectus modifies or supersedes such prior statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request and without charge, a copy of the
documents referred to above that we have incorporated by reference into this prospectus supplement and a copy of the registration statement of which this prospectus is a part. You
can request copies of such documents if you call or write us at the following address or telephone number:
Corporate Secretary's Office
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, Pennsylvania 18195-1501
Telephone: (610) 481-4911
Exhibits to the documents will not be sent, however, unless those exhibits have specifically been incorporated by reference into such document. You may also obtain copies
of our SEC filings as described under the heading "Where You Can Find More Information" in the accompanying prospectus.
USE OF PROCEEDS
We will use the net proceeds from the sale of the Notes, which are expected to be approximately $395.9 million after payment of underwriting discounts and estimated
expenses related to the offering, for general corporate purposes, including repayment of commercial paper, a portion of which may be used to repay a $300 million 4.15% senior
note that matures on February 1, 2013. At January 30, 2013, our commercial paper borrowings had an average interest rate of 0.16%. These general corporate purposes may also
include repayment and refinancing of debt, acquisitions, working capital, capital expenditures and repurchases and redemptions of securities. Pending any specific application, we
may initially invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.
DESCRIPTION OF NOTES
The following description of the particular terms of the 2.750% Notes due 2023 (the "Notes") offered hereby (referred to in the prospectus as the Debt Securities)
supplements the description of the general terms and provisions of the Debt Securities included in the accompanying prospectus. The following summary of the Notes is
qualified in its entirety by reference in the accompanying prospectus to the description of the indenture dated as of January 10, 1995 (the "Indenture"), between the Company
and The Bank of New York Mellon Trust Company, N.A. as successor to U.S. Bank National Association (formerly, Wachovia Bank, National Association and initially First
Fidelity Bank, National Association), as trustee (the "Trustee").

S-4
6 of 40
1/31/2013 11:36 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/2969/000119312513031573/d468459d424b5.htm
Table of Contents
General
The Notes will mature at par on February 3, 2023. The Notes will constitute part of the senior debt of the Company and will rank pari passu with all other unsecured and
unsubordinated indebtedness of the Company. The Notes will be issued in fully registered form only, in denominations of $2,000 and additional multiples of $1,000. Principal of
and interest on the Notes will be payable, and the transfer of Notes will be registerable, through the Depositary, as described below.
Each Note will bear interest from February 4, 2013 at the annual rate of 2.750%. Interest on the Notes will be payable semi-annually on February 3 and August 3,
commencing on August 3, 2013, to the person in whose name such Note is registered at the close of business on the 15th calendar day prior to the payment date.
Interest payable at the maturity of the Notes will be payable to registered holders of the Notes to whom principal is payable. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
If any interest payment date falls on a day that is not a Business Day, the interest payment will be postponed to the next day that is a Business Day, and no interest on such
payment will accrue for the period from and after such interest payment date. If the maturity date of the Notes falls on a day that is not a Business Day, the payment of interest and
principal shall be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the maturity date.
Interest payments for the Notes will include accrued interest from and including the date of issue or from and including the last date in respect of which interest has been
paid, as the case may be, to but excluding the interest payment date or the date of maturity, as the case may be.
The Notes will constitute a separate series of Debt Securities under the Indenture.
The Company may, without the consent of the holders of a series of Notes, issue additional notes having the same ranking and the same interest rate, maturity and other terms
(except for the issue date and public offering price) as the Notes. Any additional notes having such similar terms, together with the Notes, will constitute a single series of Debt
Securities under the Indenture. No additional notes having such similar terms may be issued if an Event of Default has occurred with respect to the Notes or if such additional notes
will not be fungible with the previously issued Notes for federal income tax purposes.
As used in this prospectus supplement, "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The City of New York.
Optional Redemption
The Notes will be redeemable as a whole at any time or in part from time to time, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the
principal amount of the Notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the applicable
maturity date (exclusive of any accrued interest) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 15 basis points, plus, in each case, any interest accrued but not paid to the date of redemption.
"Treasury Rate" means, with respect to any redemption date for the Notes (i) the yield, under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication that is published weekly by the Board of Governors of the
Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant
Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date for the Notes, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields
on a

S-5
7 of 40
1/31/2013 11:36 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/2969/000119312513031573/d468459d424b5.htm
Table of Contents
straight line basis, rounding to the nearest month) or (ii) if that release (or any successor release) is not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date. The Treasury Rate shall be calculated on the third
business day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.
"Comparable Treasury Price" means with respect to any redemption date for the Notes (i) the average of four Reference Treasury Dealer Quotations for that redemption
date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company.
"Reference Treasury Dealer" means each of HSBC Securities (USA) Inc. (and its successors), J.P. Morgan Securities LLC (and its successors) and two other primary
U.S. Government securities dealers in New York City (each, a "Primary Treasury Dealer") appointed by the Company; provided, however, that if any of the foregoing shall cease
to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee
by that Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding that redemption date.
Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for
redemption.
Defeasance of the Indenture and Notes
The provisions of the Indenture described in the accompanying prospectus under "Description of Securities -- Debt Securities -- Defeasance of the Indenture and
Securities" will apply to the Notes. In addition, as a condition to defeasance, we must deliver to the Trustee an opinion of counsel to the effect that the holders of the Notes will not
recognize income, gain, or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance had not occurred.
Book-Entry, Delivery and Form
The Notes will be issued in the form of one or more fully registered global notes (the "Global Notes") registered in the name of The Depository Trust Company, New York,
New York (the "Depositary" or "DTC") or Cede & Co., the Depositary's nominee. Beneficial interests in the Global Notes will be represented through book-entry accounts of
financial institutions acting on behalf of beneficial owners as direct and indirect participants in the Depositary.
Investors may elect to hold interests in the Global Notes through the Depositary, Clearstream Banking, société anonyme ("Clearstream") or Euroclear Bank S.A./N.V., as
operator of the Euroclear System ("Euroclear") if they are participants of such systems, or indirectly through organizations which are participants in such systems. Clearstream and
Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream's and Euroclear's names on the books of their respective
depositaries, which in turn will hold such interests in customers' securities accounts in the depositaries' names on the books of the Depositary. Citibank, N.A. will act as
depositary for Clearstream and JPMorgan Chase Bank, N.A., successor to The Chase Manhattan Bank, will act as depositary for Euroclear (in such capacities, the
"U.S. Depositaries").

S-6
8 of 40
1/31/2013 11:36 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/2969/000119312513031573/d468459d424b5.htm
Table of Contents
Beneficial interest in the Global Notes will be held in denominations of $2,000 and additional multiples of $1,000. Except as described below, the Global Notes may be
transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.
The Depositary has advised the Company as follows: the Depositary is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Depositary holds securities deposited with it by its participants and records the settlement of transactions among its participants in such securities through electronic computerized
book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depositary's participants include securities
brokers and dealers (including the Underwriters), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own
the Depositary. Access to the Depositary book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Clearstream advises that it is incorporated under the laws of Luxembourg as a bank. Clearstream holds securities for its customers ("Clearstream Customers") and
facilitates the clearance and settlement of securities transactions between Clearstream Customers through electronic book-entry transfers between their accounts. Clearstream
provides to Clearstream Customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities
lending and borrowing. Clearstream interfaces with domestic securities markets in over 30 countries through established depository and custodial relationships. As a bank,
Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream
Customers are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. Clearstream's U.S. customers are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also available to other institutions such
as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a Clearstream Customer.
Distributions with respect to the Notes held through Clearstream will be credited to cash accounts of Clearstream Customers in accordance with its rules and procedures, to
the extent received by the U.S. Depositary for Clearstream.
Euroclear advises that it was created in 1968 to hold securities for its participants ("Euroclear Participants") and to clear and settle transactions between Euroclear
Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of
simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing, and interfaces with domestic markets in
several countries. Euroclear is operated by Euroclear Bank S.A./N.A. (the "Euroclear Operator"), under contract with Euroclear Clearance Systems, S.C., a Belgian cooperative
corporation (the "Cooperative").
All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear
Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central
banks), securities brokers and dealers and other professional financial intermediaries and may include the Underwriters. Indirect access to Euroclear is also available to other
firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related
Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of securities
and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held
on a fungible basis without attribution

S-7
9 of 40
1/31/2013 11:36 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/2969/000119312513031573/d468459d424b5.htm
Table of Contents
of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no
record of or relationship with persons holding through Euroclear Participants.
Distributions with respect to the Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and
Conditions, to the extent received by the U.S. Depositary for Euroclear.
Euroclear further advises that investors that acquire, hold and transfer interests in the Notes by book-entry through accounts with the Euroclear Operator or any other
securities intermediary are subject to the laws and contractual provisions governing their relationship with their intermediary, as well as the laws and contractual provisions
governing the relationship between such an intermediary and each other intermediary, if any, standing between themselves and the Global Notes.
The Euroclear Operator advises as follows: under Belgian law, investors that are credited with securities on the records of the Euroclear Operator have a co-property right
in the fungible pool of interests in securities on deposit with the Euroclear Operator in an amount equal to the amount of interests in securities credited to their accounts. In the
event of the insolvency of the Euroclear Operator, Euroclear Participants would have a right under Belgian law to the return of the amount and type of interests in securities
credited to their accounts with the Euroclear Operator. If the Euroclear Operator did not have a sufficient amount of interests in securities on deposit of a particular type to cover
the claims of all Participants credited with such interests in securities on the Euroclear Operator's records, all Participants having an amount of interests in securities of such type
credited to their accounts with the Euroclear Operator would have the right under Belgian law to the return of their pro rata share of the amount of interests in securities actually on
deposit.
Under Belgian law, the Euroclear Operator is required to pass on the benefits of ownership in any interests in securities on deposit with it (such as dividends, voting rights
and other entitlements) to any person credited with such interests in securities on its records.
Individual certificates in respect of the Notes will not be issued in exchange for the Global Notes, except in very limited circumstances. If DTC notifies the Company that it
is unwilling or unable to continue as a clearing system in connection with the Global Notes, or ceases to be a clearing agency registered under the Exchange Act, and a successor
clearing system is not appointed by the Company within 90 days after receiving such notice from DTC or upon becoming aware that DTC is no longer so registered, the Company
will issue or cause to be issued individual certificates in registered form on registration of transfer of, or in exchange for, book-entry interests in the Notes represented by such
Global Notes upon delivery of such Global Notes for cancellation.
Title to book-entry interests in the Notes will pass by book-entry registration of the transfer within the records of Clearstream, Euroclear or DTC, as the case may be, in
accordance with their respective procedures. Book-entry interests in the Notes may be transferred within Clearstream and within Euroclear and between Clearstream and
Euroclear in accordance with procedures established for these purposes by Clearstream and Euroclear. Book-entry interests in the Notes may be transferred within DTC in
accordance with procedures established for this purpose by DTC. Transfers of book-entry interests in the Notes among Clearstream and Euroclear and DTC may be effected in
accordance with procedures established for this purpose by Clearstream, Euroclear and DTC.
A further description of the Depositary's procedures with respect to the Global Notes is set forth in the accompanying prospectus under "Description of Securities -- Debt
Securities -- Global Securities." The Depositary has confirmed to the Company, the Underwriters and the Trustee that it intends to follow such procedures.
Global Clearance and Settlement Procedures
Initial settlement for the Notes will be made in immediately available funds. We will make all payments of principal, premium, if any, and interest in respect of the Notes in
immediately available funds while the Notes are held in book-entry only form. Secondary market trading between DTC participants will occur in the ordinary way in accordance
with the Depositary's rules and will be settled in immediately available funds using

S-8
10 of 40
1/31/2013 11:36 AM