Obbligazione Air Products & Chemicals Inc. 3.35% ( US009158AV87 ) in USD

Air Products & Chemicals Inc.

100 USD ▲

Stati Uniti

US009158AV87 ( in USD )

3.35% per anno ( pagato 2 volte l'anno)

29/07/2024 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Air Products and Chemicals US009158AV87 in USD 3.35%, scaduta

2 000 USD

400 000 000 USD

009158AV8

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

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 US009158AV87, pays a coupon of 3.35% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 29/07/2024

The Obbligazione issued by Air Products & Chemicals Inc. ( United States ) , in USD, with the ISIN code US009158AV87, 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 US009158AV87, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered

Offering Price

Offering Price

Registration Fee(1)
3.350% Notes due 2024

$400,000,000

99.672%

$398,688,000

$51,351.01

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-178120

PROSPECTUS SUPPLEMENT
(To prospectus dated November 22, 2011)
$400,000,000

Air Products and Chemicals, Inc.
3.350% Notes due July 31, 2024

The notes referenced above (the "Notes") will mature on July 31, 2024. We will pay interest on the Notes semi-annually on January 31 and
July 31, commencing on January 31, 2015. We may redeem the Notes, in whole or in part, at any time prior to maturity at the applicable
redemption price described herein under "Description of Notes--Optional Redemption." Upon the occurrence of both (a) a change of control of Air
Products and Chemicals, Inc. and (b) a downgrade of the Notes to below an investment grade rating by each of Moody's Investor Service, Inc. and
Standard & Poor's Rating Services within a specified period, we will be required to make an offer to purchase the Notes at a price equal to 101%
of their principal amount, plus accrued and unpaid interest to the date of repurchase.

Investing in these Notes involves risks. See "Risk Factors" on page S-1 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

99.672%

0.450%

99.222%
Total

$398,688,000
$1,800,000
$ 396,888,000

(1)
Plus accrued interest, if any, from July 31, 2014.
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
July 31, 2014.

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Joint Book-Running Managers

Barclays
RBS
Wells Fargo Securities

Co-Managers

BBVA
Santander
Scotiabank
SMBC Nikko

The date of this prospectus supplement is July 28, 2014.
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

ABOUT AIR PRODUCTS AND CHEMICALS, INC.
S-1
RISK FACTORS
S-1
DOCUMENTS INCORPORATED BY REFERENCE
S-1
USE OF PROCEEDS
S-3
DESCRIPTION OF NOTES
S-4
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-11
UNDERWRITING (CONFLICTS OF INTEREST)
S-16
LEGAL OPINIONS
S-19
EXPERTS
S-19
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, the accompanying prospectus and any free writing
prospectus we provide to you. We have not, and the underwriters have not, authorized anyone to provide you with information different from that
contained in this prospectus supplement, the accompanying prospectus and any free writing prospectus we provide to you. 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 or incorporated by
reference in this prospectus supplement and the accompanying prospectus is accurate only as of the respective dates of those documents, regardless
of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale of the Notes. Unless otherwise specified or
unless the context requires otherwise, all references in this prospectus supplement and the accompanying prospectus to the "Company," "we," "us"
and "our" refer to Air Products and Chemicals, Inc.
If we use a capitalized term in this prospectus supplement and do not define the term, it is defined in the accompanying prospectus.
References herein to "$" and "dollars" are to the currency of the United States.
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ABOUT AIR PRODUCTS AND CHEMICALS, INC.
Air Products and Chemicals, Inc. (the "Company"), a Delaware corporation originally founded in 1940, serves energy, electronics, chemicals,
metal 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 refinery hydrogen, semiconductor materials, 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
fiscal year ended September 30, 2013.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with the SEC under the Securities Exchange Act of 1934, as
amended (which we refer to as the "Exchange Act"), which means that we can disclose important information to you by referring you to those
documents. Information incorporated by reference is considered to be a part of this prospectus supplement, and information that we file later with
the SEC will automatically update, modify and, where applicable, supersede this information. We incorporate by reference into this prospectus
supplement the specific documents listed below and all documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14, or 15(d) of the
Exchange Act between the date of this prospectus supplement and the termination of the offering of securities under this prospectus supplement,
which future filings shall be deemed to be incorporated by reference into this prospectus supplement and to be part of this prospectus supplement
from the date we subsequently file such documents. Unless we specifically state otherwise, we do not incorporate by reference any documents or
information deemed to be furnished and not filed in accordance with SEC rules. The SEC file number for these documents is 1-4534.

·
Our Annual Report on Form 10-K for the fiscal year ended September 30, 2013, filed with the SEC on November 26, 2013;

·
Our Quarterly Report on Form 10-Q for the quarter ended December 31, 2013, filed with the SEC on January 29, 2014;

·
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on April 24, 2014;

·
Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on July 24, 2014;

·
Our Current Reports on Form 8-K filed with the SEC on October 17, 2013, November 22, 2013, January 8, 2014, January 15,

2014, January 27, 2014, January 28, 2014, April 23, 2014, June 18, 2014 and July 21, 2014.
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.

S-1
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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.
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USE OF PROCEEDS
We will use the net proceeds from the sale of the Notes, which are expected to be approximately $396.2 million after payment of
underwriting discounts and estimated expenses related to the offering, for general corporate purposes, including repayment of commercial paper.
At July 25, 2014, our commercial paper borrowings had an average interest rate of 0.11%. 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.

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DESCRIPTION OF NOTES
The following description of the particular terms of the 3.350% Notes due 2024 (the "Notes") offered hereby (referred to in the
accompanying prospectus as the Debt Securities) supplements the description of the general terms and provisions of the Debt Securities included
in the accompanying prospectus. The following summary of the Notes is qualified in its entirety by reference in the accompanying prospectus to
the description of the indenture dated as of January 10, 1995 (the "Indenture"), between the Company and The Bank of New York Mellon Trust
Company, N.A. as successor to U.S. Bank National Association (formerly, Wachovia Bank, National Association and initially First Fidelity Bank,
National Association), as trustee (the "Trustee").
General
The Notes will mature at par on July 31, 2024. 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 integral multiples of $1,000 in excess thereof. 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 July 31, 2014 at the annual rate of 3.350%. Interest on the Notes will be payable semi-annually on
January 31 and July 31, commencing on January 31, 2015, 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 and, if applicable, the initial interest payment date) 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
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At any time, or from time to time, prior to April 30, 2024, we may, at our option, redeem the Notes in whole or in part, 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

S-4
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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 accrued and unpaid
interest to, but excluding, the redemption date.
At any time on or after April 30, 2024 the Notes will be redeemable at the option of the Company, at a redemption price equal to 100% of the
principal amount of the applicable Notes being redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but
excluding, the redemption date.
"Treasury Rate" means, with respect to any redemption date for the Notes (i) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication
that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or after the maturity date for the Notes, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if that release (or any successor release) is not
published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that redemption date. The Treasury Rate shall be calculated on the third business day
preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.
"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 (i) Barclays Capital Inc. (and its successors), RBS Securities Inc. (and its successors) and a
primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer") selected by Wells Fargo Securities, LLC and (ii) one
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.

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Offer to Repurchase Upon Change of Control Triggering Event
Upon the occurrence of a Change of Control Triggering Event, we will be required to make an offer (a "Change of Control Offer") to each
holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder's Notes at a purchase price equal to
101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon to the date of repurchase (the "Change of
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Control Payment"). Within 30 days following any Change of Control Triggering Event, we will be required to deliver a notice to each holder
stating:

(1)
that the Change of Control Offer is being made pursuant to the covenant entitled "Change of control and rating decline";

(2)
the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 45 days after the date such notice is

delivered (the "Change of Control Payment Date");

(3)
that any Notes not tendered will continue to accrue interest in accordance with the terms of the Indenture;

(4)
that, unless we default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of

Control Offer will cease to accrue interest after the Change of Control Payment Date;

(5)
that holders will be entitled to withdraw their election if the trustee receives, not later than the close of business on the fifth business
day preceding the Change of Control Payment Date, telex, facsimile transmission or letter setting forth the name of the holder, the

principal amount of Notes delivered for purchase, and a statement that such holder is unconditionally withdrawing its election to have
such Notes purchased;

(6)
that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased

portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of
$1,000 in excess thereof; and

(7)
any other information material to such holder's decision to tender Notes.
We will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes a Change
of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of
Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control.
Except as described above with respect to a Change of Control Triggering Event, the Indenture will not contain any provisions that permit the
holders of the Notes to require that we repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
"Board of Directors" means either the Board of Directors of the Company or any committee of such Board duly authorized to act hereunder.
"Capital Stock" means any and all shares, interests, participations, rights or other equivalents, however designated, of corporate stock or
partnership or membership interests, whether common or preferred.
"Change of Control" means the occurrence of any one of the following:

(1)
the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any person
(including any "person" (as that term is used in Section 13(d)(3) of the Exchange Act)) becomes the "beneficial owner" (as defined in

Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company's outstanding Voting Stock,
measured by voting power rather than number of shares;

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(2)
the first day on which the majority of the members of the Company's Board of Directors cease to be Continuing Directors; or

(3)
the adoption of a plan relating to the liquidation or dissolution of the Company.
"Change of Control Triggering Event" means the occurrence of both a Change of Control and a Ratings Decline.
"Continuing Director" means, as of any date of determination, any member of the Company's Board of Directors who:

(1)
was a member of such Board of Directors on the date of the issuance of the Notes; or

(2)
was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were

members of such Board of Directors at the time of such nomination or election.
"Investment Grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating category of Moody's) and a
rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P). In the event that we shall select any other Rating
Agency, the equivalent of such ratings by such Rating Agency shall be used.
"Moody's" means Moody's Investors Service, Inc., a subsidiary of Moody's Corporation, and its successors.
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"Rating Agency" means each of Moody's and S&P and any other Rating Agency appointed by the Company.
"Ratings Decline" means within 60 days after the earlier of, (i) the occurrence of a Change of Control or (ii) public notice of the occurrence
of a Change of Control or the intention by the Company to effect a Change of Control (which period shall be extended so long as the rating of the
Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) (the "Trigger Period"), (a) if two or
more Rating Agencies are providing a rating for the Notes at the commencement of any Trigger Period, the rating of the Notes shall be reduced by
at least two Rating Agencies and the Notes shall be rated below Investment Grade by each of such Rating Agencies or (b) if only one Rating
Agency is providing a rating for the Notes at the commencement of any Trigger Period, the rating of the Notes shall be reduced by such Rating
Agency and the Notes shall be rated below Investment Grade by such Rating Agency. Neither the trustee nor the paying agent shall be responsible
for monitoring our Investment Grade status or determining whether a Ratings Decline has occurred.
"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.
"Voting Stock" with respect to any person, means securities of any class of Capital Stock of such person entitling the holders thereof (whether
at all times or only so long as no senior class of stock or other relevant equity interest has voting power by reason of any contingency) to vote in
the election of members of the Board of Directors of such person.
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.

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Book-Entry, Delivery and Form
The Notes will be issued in the form of one or more fully registered global notes (the "Global Notes") registered in the name of The
Depository Trust Company, New York, New York (the "Depositary" or "DTC") or Cede & Co., the Depositary's nominee. Beneficial interests in
the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and
indirect participants in the Depositary.
Investors may elect to hold interests in the Global Notes through the Depositary, Clearstream Banking, société anonyme ("Clearstream") or
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") if they are participants of such systems, or indirectly through
organizations which are participants in such systems. Clearstream and Euroclear will hold interests on behalf of their participants through
customers' securities accounts in Clearstream's and Euroclear's names on the books of their respective depositaries, which in turn will hold such
interests in customers' securities accounts in the depositaries' names on the books of the Depositary. Citibank, N.A. will act as depositary for
Clearstream and JPMorgan Chase Bank, N.A., successor to The Chase Manhattan Bank, will act as depositary for Euroclear (in such capacities, the
"U.S. Depositaries"). Beneficial interest in the Global Notes will be held in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. 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 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
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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

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lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing, and
interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.A. (the "Euroclear Operator"), under
contract with Euroclear Clearance Systems, S.C., a Belgian cooperative corporation (the "Cooperative").
All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are
accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants.
Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and
may include the Underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship
with a Euroclear Participant, either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the "Terms and Conditions").
The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and
receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific
certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear
Participants and has no record of or relationship with persons holding through Euroclear Participants.
Distributions with respect to the Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in
accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.
Euroclear further advises that investors that acquire, hold and transfer interests in the Notes by book-entry through accounts with the
Euroclear Operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship with their
intermediary, as well as the laws and contractual provisions governing the relationship between such an intermediary and each other intermediary,
if any, standing between themselves and the Global Notes.
The Euroclear Operator advises as follows: under Belgian law, investors that are credited with securities on the records of the Euroclear
Operator have a co-property right in the fungible pool of interests in securities on deposit with the Euroclear Operator in an amount equal to the
amount of interests in securities credited to their accounts. In the event of the insolvency of the Euroclear Operator, Euroclear Participants would
have a right under Belgian law 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.

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Title to book-entry interests in the Notes will pass by book-entry registration of the transfer within the records of Clearstream, Euroclear or
DTC, as the case may be, in accordance with their respective procedures. Book-entry interests in the Notes may be transferred within Clearstream
and within Euroclear and between Clearstream and Euroclear in accordance with procedures established for these purposes by Clearstream and
Euroclear. Book-entry interests in the Notes may be transferred within DTC in accordance with procedures established for this purpose by DTC.
Transfers of book-entry interests in the Notes among Clearstream and Euroclear and DTC may be effected in accordance with procedures
established for this purpose by Clearstream, Euroclear and DTC.
A further description of the Depositary's procedures with respect to the Global Notes is set forth in the accompanying prospectus under
"Description of Securities -- Debt Securities -- Global Securities." The Depositary has confirmed to the Company, the Underwriters and the
Trustee that it intends to follow such procedures.
Global Clearance and Settlement Procedures
Initial settlement for the Notes will be made in immediately available funds. We will make all payments of principal, premium, if any, and
interest in respect of the Notes in immediately available funds while the Notes are held in book-entry only form. Secondary market trading between
DTC participants will occur in the ordinary way in accordance with the Depositary's rules and will be settled in immediately available funds using
the Depositary's Same-Day Funds Settlement System. Secondary market trading between Clearstream Customers and/or Euroclear Participants
will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled
using the procedures applicable to conventional Eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through the Depositary on the one hand, and directly or indirectly
through Clearstream Customers or Euroclear Participants, on the other, will be effected in the Depositary in accordance with the Depositary's rules
on behalf of the relevant European international clearing system by its U.S. Depositary; however, such cross-market transactions will require
delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and
procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets
its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering interests in
the Notes to or receiving interests in the Notes from the Depositary, and making or receiving payment in accordance with normal procedures for
same-day funds settlement applicable to the Depositary. Clearstream Customers and Euroclear Participants may not deliver instructions directly to
their respective U.S. Depositaries.
Because of time-zone differences, credits of interests in the Notes received in Clearstream or Euroclear as a result of a transaction with a
DTC participant will be made during subsequent securities settlement processing and dated the business day following the Depositary settlement
date. Such credits or any transactions involving interests in such Notes settled during such processing will be reported to the relevant Clearstream
Customers or Euroclear Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of interests in the Notes by
or through a Clearstream Customer or a Euroclear Participant to a DTC participant will be received with value on the Depositary settlement date
but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in the Depositary.
Although the Depositary, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of interests in the
Notes among participants of the Depositary, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such
procedures and such procedures may be changed or discontinued at any time.
Applicable Law
The Notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
In General
The following discussion is a summary of the material U.S. federal income tax consequences relevant to the purchase, ownership and
disposition (including an exchange) of the Notes, but this summary does not purport to be a complete analysis of all potential tax effects to holders
of the Notes.
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·
The discussion is based on provisions of the Internal Revenue Code of 1986, as amended (the "Code"), U.S. Treasury Regulations
issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to

change at any time and subject to differing interpretations. Any such change may be applied retroactively in a manner that could
adversely affect a holder of the Notes and the continued validity of this summary.

·
This discussion does not address all of the U.S. federal income tax consequences that may be relevant to you in light of your particular
circumstances (such as the application of the alternative minimum tax) or that may be relevant to you because you are subject to special
rules, including but not limited to rules applicable to certain financial institutions, U.S. expatriates, insurance companies, dealers in

securities or currencies, traders in securities, U.S. holders whose functional currency is not the U.S. Dollar, tax-exempt organizations
and persons holding the Notes as part of a "straddle," "hedge," "constructive sale," "conversion transaction" or other integrated
transaction.

·
In addition, this discussion only applies to you if you purchase your Notes for cash in the original issue and at the Notes' "issue price"
within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of Notes is sold for cash to persons

other than bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents, or
wholesalers).

·
Moreover, except where specifically indicated, this summary does not discuss the effect of any other federal tax laws (i.e., estate and

gift tax), or any state, local or foreign tax laws.

·
In addition, if a partnership or other entity taxable as a partnership holds the Notes, the tax treatment of a partner will generally depend

on the status of a partner and the activities of the partnership. This discussion does not address the tax consequences to you if you hold
the Notes through a partnership, an entity taxable as a partnership or any other pass-through entity.

·
This discussion does not discuss any reporting requirements of or other consequences under the Treasury Regulations relating to certain

tax shelter transactions.

·
Finally, the discussion deals only with Notes held as "capital assets" within the meaning of Section 1221 of the Code.
As used herein, "U.S. Holder" means a beneficial owner of the Notes that is:

·
an individual who is a citizen or resident of the U.S., including an alien individual who is a lawful permanent resident of the U.S. or

who meets the "substantial presence" test under Section 7701(b) of the Code,

·
a corporation or other entity taxable as a corporation created or organized in or under the laws of the U.S. or of any state thereof or of

the District of Columbia,

·
an estate, the income of which is subject to U.S. federal income tax regardless of its source, or

·
a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more U.S. persons can control all

substantial trust decisions (or if a valid election is in place to treat the trust as a U.S. person).
A "non-U.S. Holder" is a beneficial owner of the Notes that is an individual, corporation, estate or trust who or that is not a U.S. Holder.

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We have not sought and will not seek any rulings from the Internal Revenue Service (the "IRS"), with respect to the matters discussed
below. There can be no assurances that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or
disposition (including an exchange) of the Notes or that any such position would not be sustained.
Please consult your own tax advisors with regard to the application of the tax consequences discussed below to your particular situation
and the application of any other federal as well as state, local or foreign tax laws and tax treaties, including gift and estate tax laws.
U.S. Holders
This section applies to you if you are a U.S. Holder.
Interest
Stated interest on the Notes will generally be treated as "qualified stated interest" for U.S. federal income tax purposes and generally will be
taxable to a U.S. Holder as ordinary interest income at the time it is paid or accrued in accordance with such holder's regular method of accounting
for U.S. federal income tax purposes. It is expected, and this discussion assumes, that the Notes will be issued without original issue discount for
U.S. federal income tax purposes. If, however, the Notes' principal amount exceeds the issue price by more than a de minimis amount, as
determined under applicable U.S. Treasury Regulations, you will be required to include the excess in income as original issue discount, as it
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