Obbligazione AmeriExpress 0.625% ( XS1521058518 ) in EUR

Emittente AmeriExpress
Prezzo di mercato 100 EUR  ⇌ 
Paese  Stati Uniti
Codice isin  XS1521058518 ( in EUR )
Tasso d'interesse 0.625% per anno ( pagato 1 volta l'anno)
Scadenza 22/11/2021 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione American Express XS1521058518 in EUR 0.625%, scaduta


Importo minimo 100 000 EUR
Importo totale 1 000 000 000 EUR
Descrizione dettagliata American Express è una società multinazionale di servizi finanziari che offre carte di credito, carte di debito, servizi di trasferimento di denaro e altri prodotti finanziari a clienti individuali e aziende in tutto il mondo.

Riflessioni su un'Obbligazione American Express: Scaduta e Rimborsata Si analizza qui un'obbligazione, ora giunta a naturale scadenza e completamente rimborsata, emessa da American Express, uno dei nomi più riconoscibili nel settore dei servizi finanziari globali. L'obbligazione in questione, identificata dal codice ISIN XS1521058518, ha raggiunto la sua data di scadenza il 22 novembre 2021 ed è stata, come previsto, interamente rimborsata ai detentori. American Express Company, comunemente nota come Amex, è una multinazionale statunitense di servizi finanziari con sede a New York City. Fondata nel 1850, è celebre per le sue carte di credito, traveller's cheque e servizi di viaggio. L'azienda opera a livello globale, offrendo soluzioni di pagamento e gestione delle spese sia per consumatori che per imprese. La sua reputazione di affidabilità e la sua solida posizione nel mercato la rendono un emittente di rilievo nel panorama del debito corporate, con emissioni obbligazionarie che attirano un vasto spettro di investitori istituzionali e individuali. Questa specifica emissione, classificata come obbligazione, era denominata in Euro (EUR), fornendo agli investitori europei un'opportunità di diversificazione diretta senza rischio di cambio. Il tasso d'interesse fisso offerto era dello 0,625%, un rendimento che rifletteva le condizioni di mercato prevalenti e il profilo di credito dell'emittente al momento dell'emissione. Con una dimensione totale dell'emissione pari a 1.000.000.000 di Euro, questa obbligazione rappresentava una componente significativa della strategia di finanziamento di American Express. La soglia minima di acquisto, fissata a 100.000 Euro, indicava che l'emissione era principalmente destinata a investitori professionali e istituzionali. Originariamente emessa dagli Stati Uniti, la sua quotazione al momento del rimborso era pari al 100% del valore nominale, garantendo il pieno ritorno del capitale agli obbligazionisti. I pagamenti degli interessi avvenivano con una frequenza annuale. La scadenza del 22 novembre 2021 ha segnato la conclusione del ciclo di vita di questo strumento finanziario. Il successo del suo rimborso rafforza la percezione di American Express come emittente affidabile e conferma la corretta gestione dei suoi impegni finanziari. Questo esempio illustra il funzionamento tipico delle obbligazioni corporate a tasso fisso una volta raggiunta la loro maturità.







PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 13, 2015)
E1,000,000,000
American Express Credit Corporation
2JUN200501515519
0.625% Senior Notes due 2021
We are offering A1,000,000,000 principal amount of our 0.625% senior notes due 2021, or the
notes.
We will pay interest on the notes annually in arrears on November 22 of each year, beginning
November 22, 2017. The notes will mature on November 22, 2021.
We may redeem the notes, in whole or in part, at any time at the redemption prices described
under ``Description of Notes--Optional Redemption''. In addition, we may redeem the notes upon the
occurrence of a Tax Event (as described under the heading ``Description of Notes--Redemption Upon
a Tax Event'').
The notes will be general unsecured obligations that rank on an equal basis with all our other
senior unsecured and unsubordinated debt. We will issue the notes in minimum denominations of
A100,000 and integral multiples of A1,000 in excess thereof.
Currently there is no public market for the notes. We intend to apply to list the notes on the New
York Stock Exchange (``NYSE''). The listing application will be subject to approval by the NYSE. We
expect trading in the notes on the NYSE to begin within 30 days after the original issue date. If such a
listing is obtained, we have no obligation to maintain such listing and we may delist the notes at any
time.
Investing in the notes involves risks. You should carefully consider the
information under ``Risk Factors'' beginning on page S-8 of this prospectus
supplement, on page 3 of the accompanying prospectus and on page 6 of our Annual
Report on Form 10-K for the year ended December 31, 2015 incorporated herein by
reference.
Underwriting
Price to
Discounts and
Proceeds to the
Public(1)
Commissions(2)
Company(1)(3)
Per note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.584%
0.35%
99.234%
Total for notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A995,840,000
A3,500,000
A992,340,000
(1) Plus accrued interest, if any, from November 22, 2016 to the date of delivery.
(2) Refer to the ``Underwriting'' section of this prospectus supplement.
(3) Before offering expenses.
The underwriters expect to deliver securities entitlements with respect to the notes to investors in
book-entry form only through a common depositary of Euroclear Bank S.A./N.V. and Clearstream
Banking, soci´et´e anonyme, on or about November 22, 2016, which is the fifth London business day
following the date of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
Joint Book-Running Managers
Barclays
Deutsche Bank
HSBC
Co-Managers
BMO Capital Markets
MUFG
Standard Chartered Bank
Mischler Financial Group, Inc.
Ramirez & Co., Inc.
The date of this prospectus supplement is November 15, 2016.


Prospectus Supplement
Stabilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Notice to Prospective Investors in the European Economic Area . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Notice to Prospective Investors in the United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
About this Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
Cautionary Statement Regarding Forward-Looking Information . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-13
Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-14
Certain U.S. Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-23
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-24
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-29
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-29
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-30
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-30
Prospectus
About this Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
i
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Description of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
S-i


STABILIZATION
IN CONNECTION WITH THE OFFERING OF THE NOTES, BARCLAYS BANK PLC (THE
``STABILIZING MANAGER'') (OR ANY PERSON ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION MAY NOT
NECESSARILY OCCUR. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE
DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF
THE NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO
LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND
60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION
ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING MANAGER
(OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
This prospectus supplement and the accompanying prospectus have been prepared on the basis that
any offer of the notes in any member state of the European Economic Area that has implemented the
Prospectus Directive (each, a ``Relevant Member State'') will be made pursuant to an exemption under
the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to
produce a prospectus for offers of the notes. Accordingly, any person making or intending to make any
offer in that Relevant Member State of notes which are the subject of the offering contemplated by this
prospectus supplement and the accompanying prospectus may only do so in circumstances in which no
obligation arises for us or any of the underwriters to produce a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer. Neither we nor the underwriters have authorized, nor do we or
they authorize, the making of any offer of the notes in circumstances in which an obligation arises for
us or the underwriters to publish or supplement a prospectus for such offer. ``Prospectus Directive''
means Directive 2003/71/EC (and amendments thereto, including by Directive 2010/73/EU), and
includes any relevant implementing measure in the Relevant Member State.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This prospectus supplement and the accompanying prospectus are only being distributed to, and
are only directed at (1) persons who are outside the United Kingdom or (2) persons in the United
Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ``Order''), or (ii) high net worth
entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as ``relevant persons''). This prospectus
supplement and the accompanying prospectus and their contents should not be distributed, published
or produced (in whole or in part) or disclosed by recipients to any other persons in the United
Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on
this prospectus supplement and the accompanying prospectus or any of their contents.
This prospectus supplement and the accompanying prospectus have not been approved for the
purposes of the UK Financial Services and Markets Act 2000 (``FSMA'') by a person authorized under
FSMA. This prospectus supplement and the accompanying prospectus are being distributed and
communicated to persons in the United Kingdom only in circumstances in which Section 21(1) of
FSMA does not apply to us.
S-1


The notes are not being offered or sold to any person in the United Kingdom except in
circumstances which will not result in an offer of securities to the public in the United Kingdom within
the meaning of Part VI of FSMA.
The notes are offered globally for sale only in those jurisdictions in the United States, Europe and
elsewhere where it is lawful to make such offers. The distribution of this prospectus supplement and
the accompanying prospectus and the offering or sale of the notes in some jurisdictions may be
restricted by law. Persons outside the United States who receive this prospectus supplement and the
accompanying prospectus should inform themselves about and observe any applicable restrictions. This
prospectus supplement and the accompanying prospectus may not be used for or in connection with an
offer or solicitation by any person in any jurisdiction in which that offer or solicitation is not authorized
or to any person to whom it is unlawful to make that offer or solicitation.
S-2


ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the
specific terms of the notes that we are offering and other matters relating to us and our financial
condition. The second part is the accompanying prospectus, which gives more general information
about securities we may offer from time to time, some of which does not apply to the notes that we are
offering. The description of the terms of the notes contained in this prospectus supplement
supplements the description under ``Description of Debt Securities'' in the accompanying prospectus,
and to the extent it is inconsistent with that description, the information in this prospectus supplement
replaces the information in the accompanying prospectus. Generally, when we refer to the prospectus,
we are referring to both parts of this document combined. If information in this prospectus supplement
differs from information in the accompanying prospectus, you should rely on the information in this
prospectus supplement.
When we use the terms ``Credco,'' the ``Company,'' ``we,'' ``us'' or ``our'' in this prospectus
supplement, we mean American Express Credit Corporation and its subsidiaries, on a consolidated
basis, unless we state or the context implies otherwise.
We are responsible only for the information contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus, the documents incorporated by reference herein
and therein and any related free writing prospectus issued or authorized by us. Neither we nor the
underwriters have authorized anyone to provide you with any other information, and we and the
underwriters take no responsibility for any other information that others may give you. We and the
underwriters are offering to sell the notes only under the circumstances and in jurisdictions where
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 date on the front of
those documents, regardless of the time of delivery of those documents or any sale of the notes.
The distribution of this prospectus supplement and the accompanying prospectus and the offering
of the notes in certain jurisdictions may be restricted by law. Persons into whose possession this
prospectus supplement and the accompanying prospectus come should inform themselves about and
observe any such restrictions. This prospectus supplement and the accompanying prospectus do not
constitute, and may not be used in connection with, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer
or solicitation.
References to ``A'' and ``euro'' are to the lawful currency of the member states of the Economic
and Monetary Union (``European Monetary Union'') that have adopted or that adopt the single
currency in accordance with the treaty establishing the European Community, as amended by the
Treaty on European Union. References herein to ``$,'' ``U.S. dollars'' and ``dollar'' are to the lawful
currency of the United States. The financial information presented in this prospectus supplement and
the accompanying prospectus has been prepared in accordance with generally accepted accounting
principles in the United States.
S-3


SUMMARY
The following summary highlights selected information contained or incorporated by reference in
this prospectus supplement and the accompanying prospectus. It does not contain all of the information
you should consider before making an investment decision. You should carefully read this prospectus
supplement and the accompanying prospectus in its entirety, including the documents incorporated by
reference in the foregoing documents, especially the risks of investing in the notes discussed under the
heading ``Risk Factors'' beginning on page S-8 of this prospectus supplement, on page 3 of the
accompanying prospectus and on page 6 of our Annual Report on Form 10-K for the year ended
December 31, 2015, and other information incorporated by reference in this prospectus supplement and
the accompanying prospectus, which are described under ``Incorporation of Certain Documents by
Reference'' in this prospectus supplement, and any related free writing prospectus issued or authorized
by us.
The Company
We were incorporated in Delaware in 1962 and were acquired by American Express Company in
December 1965. On January 1, 1983, we became a wholly owned subsidiary of American Express Travel
Related Services Company, Inc. (``TRS''), a wholly owned subsidiary of American Express Company.
Both American Express Company and TRS are bank holding companies.
We are engaged in the business of financing non-interest earning Card Member receivables arising
from the use of the American Express Green Card, the American Express Gold Card, Platinum
Card , Corporate Card and other American Express cards issued in the United States and in certain
countries outside the United States. We also finance certain interest-earning revolving loans generated
by Card Member spending on American Express credit cards issued in non-U.S. markets, although
interest-earning and revolving loans are primarily funded by subsidiaries of TRS other than Credco.
Our executive offices are located at 200 Vesey Street, New York, New York 10285 (telephone
number: 212-640-2000).
S-4


The Offering
Issuer . . . . . . . . . . . . . . . . . . . . . . .
American Express Credit Corporation.
Offered Securities . . . . . . . . . . . . . . .
A1,000,000,000 aggregate principal amount of 0.625% senior
notes due 2021.
Offering Price . . . . . . . . . . . . . . . . .
99.584%.
Maturity Dates . . . . . . . . . . . . . . . . .
The notes will mature on November 22, 2021.
Interest Rates and Payment Dates . . .
The notes will bear interest at the rate of 0.625% per annum
payable annually in arrears on November 22 of each year,
beginning November 22, 2017.
Redemption . . . . . . . . . . . . . . . . . . .
Prior to October 22, 2021 (the date that is 31 days prior to the
maturity date), we may, at our option, redeem the notes, in
whole or in part, at a ``make-whole'' redemption price (as
described under the heading ``Description of the Notes--
Optional Redemption''), together with any accrued and unpaid
interest thereon to, but excluding, the date fixed for
redemption. On or after October 22, 2021 (the date that is
31 days prior to the maturity date) we may, at our option,
redeem the notes, in whole or in part, at a redemption price
equal to the principal amount of the notes being redeemed,
together with any accrued and unpaid interest thereon to, but
excluding, the date fixed for redemption. In addition, we may
redeem the notes upon the occurrence of a Tax Event (as
described under the heading ``Description of
Notes--Redemption Upon a Tax Event'').
Ranking . . . . . . . . . . . . . . . . . . . . . .
The notes will be general unsecured obligations that rank on
an equal basis with all our other present and future senior
unsecured and unsubordinated debt. The notes will effectively
be subordinated to any secured indebtedness we may incur, to
the extent of the value of the assets securing such
indebtedness, and structurally subordinated to the existing and
future indebtedness of our subsidiaries. As of September 30,
2016, we had no secured indebtedness and $18.2 billion of
indebtedness, and our subsidiaries had $433 million of
indebtedness.
Currency of Payment . . . . . . . . . . . .
All payments of interest and principal, including payments
made upon any redemption of the notes, will be made in euro.
S-5


If the euro is unavailable due to the imposition of exchange
controls or other circumstances beyond our control (including
the dissolution of the euro) or no longer being used by the
then-member states of the European Monetary Union that
have adopted the euro as their currency or for the settlement
of transactions by public institutions of or within the
international banking community then all payments in respect
of the notes will be made in U.S. dollars until the euro is
again available or so used. The amount otherwise payable by
us on any date in euro would be converted into U.S. dollars at
a rate determined by us in good faith. If applicable laws or
regulations of the member states of the European Union
(including official pronouncements applying those laws or
regulations) mandated, in our good faith determination, the
use of a specific exchange rate for these purposes, we would
apply the exchange rate so mandated.
Listing and Markets . . . . . . . . . . . . .
We intend to apply to list the notes on the NYSE. The listing
application will be subject to approval by the NYSE. We
currently expect trading in the notes on the NYSE to begin
within 30 days after the original issue date. If such a listing is
obtained, we have no obligation to maintain such listing, and
we may delist the notes at any time.
The notes are a new issue of securities with no established
trading market. We have been advised by the underwriters
that they presently intend to make a market for the notes, as
permitted by applicable laws and regulations. The
underwriters, however, are not obligated to make a market for
the notes and may discontinue any market-making at any time
at their sole discretion.
The notes are offered for sale in those jurisdictions both
inside and outside the United States where it is lawful to
make such offers. See ``Underwriting.''
Minimum Denomination; Form and
Settlement . . . . . . . . . . . . . . . . . . . .
The notes will be issued only in fully registered, book-entry
form, in minimum denominations of A100,000 and integral
multiples of A1,000 in excess thereof. The notes will be
represented by one or more permanent global notes that will
be deposited with a common depositary for Euroclear
Bank S.A./N.V. and Clearstream Banking, soci´et´e anonyme and
registered in the name of the common depositary or its
nominee.
Withholding Tax . . . . . . . . . . . . . . . .
We will, subject to the exceptions and limitations set forth
under ``Description of Notes--Payment of Additional
Amounts,'' pay additional amounts on the notes to
Non-United States Holders (as defined under ``Taxation--
Certain U.S. Federal Income Tax Consequences'' in the
accompanying prospectus) in respect of deductions for any
present or future tax, assessment or governmental charge of
the United States or a political subdivision or taxing authority
thereof or therein, imposed by withholding with respect to
payments of the principal of and interest on the notes.
S-6


Use of Proceeds . . . . . . . . . . . . . . . .
We intend to use the net proceeds from this offering for
general corporate purposes.
ISIN / Common Code / CUSIP . . . . .
XS1521058518 / 152105851 / 025818KC8
Trustee . . . . . . . . . . . . . . . . . . . . . .
The Bank of New York Mellon.
Paying Agent . . . . . . . . . . . . . . . . . .
The Bank of New York Mellon, London Branch.
Governing Law . . . . . . . . . . . . . . . . .
New York.
S-7


RISK FACTORS
An investment in the notes involves risks. Before deciding whether to purchase any notes, you should
carefully consider the risks described below as well as other factors and information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus, including the risk
factors set forth in our filings with the United States Securities and Exchange Commission (the ``SEC'') that
are incorporated by reference in this prospectus supplement and the accompanying prospectus, as well as the
consolidated financial statements and related notes and other information that are incorporated by reference
in this prospectus supplement and the accompanying prospectus. Any such risks could materially and
adversely affect our business, financial condition, results of operations or liquidity and the trading prices of
our securities. However, the risks and uncertainties we face are not limited to those described below and
those set forth in the periodic reports incorporated herein by reference. Additional risks and uncertainties not
presently known to us or that we currently believe to be immaterial may also adversely affect our business,
financial condition, results of operations or liquidity and the trading prices of our securities.
Risks Relating to the Notes
Holders of the notes will receive payments solely in euro, subject to limited exceptions.
All payments of interest on and the principal of the notes, any redemption price for the notes and
any additional amounts will be made in euro, subject to certain limited exceptions. We, the
underwriters, the trustee and the paying agent with respect to the notes will not be obligated to
convert, or to assist any registered owner or beneficial owner of notes in converting, payments of
interest, principal, any redemption price or any additional amount in euro made with respect to the
notes into U.S. dollars or any other currency.
Changes in exchange rates and exchange controls could result in a substantial loss to you.
Investors will have to pay for the notes in euro. Payments of principal and interest, including
payments made upon any redemption of the notes, and additional amounts, if any, in respect of the
notes are payable by us in euro. An investment in the notes which are denominated in, and all
payments in respect of which are to be made in, a currency other than the currency of the country in
which the purchaser is resident or the currency in which the purchaser conducts its business or
activities (the ``home currency''), entails significant risks not associated with a similar investment in a
security denominated in the home currency.
These include the possibility of:
· significant changes in rates of exchange between the home currency and euro;
· the imposition or modification of foreign exchange controls with respect to euro; and
· tax consequences for the purchaser as a result of any foreign exchange gains or losses resulting
from an investment in the notes.
In addition, if one or more member states of the European Monetary Union were to withdraw
from the European Monetary Union and cease to use the euro as their currency, the value of the euro
could be materially adversely affected.
We have no control over a number of factors affecting the euro, including economic, financial and
political events that are important in determining the existence, magnitude and longevity of these risks
and their results.
Exchange rates are primarily the result of the supply of, and the demand for, the relevant
currencies. Changes in exchange rates result over time, and may vary considerably during the life of an
investment denominated in or otherwise relating to a foreign currency, from the interaction of many
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