Bond Air Products and Chemicals 2.8% ( US009158BA32 ) in USD

Issuer Air Products and Chemicals
Market price refresh price now   63.4707 %  ▲ 
Country  United States
ISIN code  US009158BA32 ( in USD )
Interest rate 2.8% per year ( payment 2 times a year)
Maturity 14/05/2050



Prospectus brochure of the bond Air Products and Chemicals US009158BA32 en USD 2.8%, maturity 14/05/2050


Minimal amount 2 000 USD
Total amount 950 000 000 USD
Cusip 009158BA3
Standard & Poor's ( S&P ) rating A ( Upper medium grade - Investment-grade )
Moody's rating A2 ( Upper medium grade - Investment-grade )
Next Coupon 15/05/2025 ( In 62 days )
Detailed description Air Products and Chemicals is a global industrial gas company that produces, sells, and distributes atmospheric gases, process gases, and related equipment and services.

The Bond issued by Air Products and Chemicals ( United States ) , in USD, with the ISIN code US009158BA32, pays a coupon of 2.8% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/05/2050

The Bond issued by Air Products and Chemicals ( United States ) , in USD, with the ISIN code US009158BA32, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Air Products and Chemicals ( United States ) , in USD, with the ISIN code US009158BA32, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B2
424B2 1 d910745d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-221729
CALCULATION OF REGISTRATION FEE


Proposed
Maximum
Maximum
Amount of
Title of Each Class of
Amount to be
Offering Price
Aggregate
Registration
Securities Offered

Registered

Per Unit

Offering Price

Fee(1)
1.500% Notes due 2025

$550,000,000

99.979%

$549,884,500

$71,375.01
1.850% Notes due 2027

$650,000,000

99.901%

$649,356,500

$84,286.47
2.050% Notes due 2030

$900,000,000

99.864%

$898,776,000

$116,661.12
2.700% Notes due 2040

$750,000,000

99.722%

$747,915,000

$97,079.37
2.800% Notes due 2050

$950,000,000

99.636%

$946,542,000

$122,861.16
Total

$3,800,000,000


$3,792,474,000

$492,263.13


(1)
Calculated in accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
(To prospectus dated November 22, 2017)
$3,800,000,000

Air Products and Chemicals, Inc.
$550,000,000 1.500% Notes due 2025
$650,000,000 1.850% Notes due 2027
$900,000,000 2.050% Notes due 2030
$750,000,000 2.700% Notes due 2040
$950,000,000 2.800% Notes due 2050


We are offering $550,000,000 aggregate principal amount of 1.500% Notes due 2025 (the "2025 Notes"), $650,000,000 aggregate principal amount of
1.850% Notes due 2027 (the "2027 Notes"), $900,000,000 aggregate principal amount of 2.050% Notes due 2030 (the "2030 Notes"), $750,000,000 aggregate principal
amount of 2.700% Notes due 2040 (the "2040 Notes"), and $950,000,000 aggregate principal amount of 2.800% Notes due 2050 (the "2050 Notes" and together with
the 2025 Notes, 2027 Notes, 2030 Notes and 2040 Notes, the "Notes"). The 2025 Notes will mature on October 15, 2025, the 2027 Notes will mature on May 15, 2027,
the 2030 Notes will mature on May 15, 2030, the 2040 Notes will mature on May 15, 2040, and the 2050 Notes will mature on May 15, 2050. We will pay interest on
the 2025 Notes semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020. We will pay interest on the 2027 Notes, the
2030 Notes, the 2040 Notes and the 2050 Notes semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2020. We may redeem
the Notes prior to their maturity, in whole or in part, as described in this prospectus supplement. In addition, if a change of control triggering event occurs as described
under "Description of Notes - Change of Control and Ratings Decline," we will be required to offer to purchase the relevant series of Notes from their holders at a
purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the purchase date. The Notes will be issued in book-
entry form only, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The Notes of each series are new issues of securities with no established trading market. We do not intend to list the Notes on any securities exchange.
Investing in these Notes involves risks. See "Risk Factors" on page S-4 of this prospectus supplement, as well as the sections entitled "Risk
Factors" in our Annual Report on Form 10-K for the year ended September 30, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020.
https://www.sec.gov/Archives/edgar/data/2969/000119312520125707/d910745d424b2.htm[4/29/2020 2:47:18 PM]


424B2

Proceeds to Us,
Public
Underwriting
Before


Offering Price(1)

Discount


Expenses(1)

Per 2025 Note


99.979%

0.350%

99.629%
Total

$ 549,884,500
$ 1,925,000
$ 547,959,500
Per 2027 Note


99.901%

0.400%

99.501%
Total

$ 649,356,500
$ 2,600,000
$ 646,756,500
Per 2030 Note


99.864%

0.450%

99.414%
Total

$ 898,776,000
$ 4,050,000
$ 894,726,000
Per 2040 Note


99.722%

0.750%

98.972%
Total

$ 747,915,000
$ 5,625,000
$ 742,290,000
Per 2050 Note


99.636%

0.875%

98.761%
Total

$ 946,542,000
$ 8,312,500
$ 938,229,500












Total

$3,792,474,000
$22,512,500
$3,769,961,500

(1)
Plus accrued interest, if any, from April 30, 2020, if settlement occurs after that date.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Notes or
determined if this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company ("DTC") and its
participants, including Euroclear Bank SA/NV, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, S.A. ("Clearstream"), on or about
April 30, 2020, against payment in immediately available funds.
Joint Book-Running Managers

Barclays

BofA Securities
Citigroup

J.P. Morgan
HSBC

Mizuho Securities
MUFG

SMBC Nikko
Co-Managers

Banca IMI
BBVA
BNP PARIBAS
Deutsche Bank Securities
ING
Lloyds Securities
Santander
Scotiabank
The date of this prospectus supplement is April 27, 2020.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT


Page
About This Prospectus Supplement
S-ii
Forward-Looking Statements
S-iii
Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-6
Description of Notes
S-7
Material United States Federal Income Tax Considerations
S-14
Underwriting
S-19
Legal Matters
S-25
Experts
S-25
Where You Can Find More Information
S-25
PROSPECTUS

About This Prospectus
1
Where You Can Find More Information
2
Cautionary Note Regarding Forward-Looking Statements
3
https://www.sec.gov/Archives/edgar/data/2969/000119312520125707/d910745d424b2.htm[4/29/2020 2:47:18 PM]


424B2
The Company
4
Risk Factors
4
Ratios of Earnings to Fixed Charges
4
Use of Proceeds
4
Description of Senior Debt Securities
5
Description of Preferred Stock
14
Description of Depositary Shares
16
Description of Common Stock
19
Description of Warrants
21
Plan of Distribution
22
Legal Opinions
22
Experts
22

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering, the Notes and
matters relating to us. The second part is the accompanying prospectus, which provides a more general description of the terms and conditions of the
various securities we may offer under our registration statement, some of which does not apply to this offering or to the Notes. In this prospectus
supplement and the accompanying prospectus, references to "Air Products," the "Company," "we," "us" and "our" refer to Air Products and Chemicals,
Inc. and, unless the context otherwise requires, its consolidated subsidiaries.
We have not, and the underwriters have not, authorized anyone to provide any information different or in addition to that contained
or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writing prospectus prepared by us or on
our behalf to which we have referred you. We have not, and the underwriters have not, authorized any other person to provide you with different
or additional information and we take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. We are not, and the underwriters are not, making an offer to sell the Notes in any jurisdiction where the offer or sale is not
permitted. Further, you should assume that the information appearing in this prospectus supplement, the accompanying prospectus, and the
documents incorporated by reference herein and therein, and any free writing prospectus, is accurate only as of the respective dates of those
documents in which the information is contained. Our business, financial condition, results of operations and prospects may have changed since
those dates.
It is important for you to read and consider carefully all information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any permitted free writing prospectuses we have authorized for use with respect to this offering prior to making a decision to
invest in the Notes. See "Where You Can Find More Information" for additional information.
The Notes are being offered only for sale in jurisdictions where it is lawful to make such offers. The distribution of 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 authorized or qualified to do
so or to any person to whom it is unlawful to make such offer or solicitation.

S-ii
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information included or incorporated by reference herein and therein
include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are subject to the safe harbor created thereby under the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and can generally
be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "goal," "intend," "may," "outlook," "plan," "positioned,"
"possible," "potential," "project," "should," "target," "will," "would," and similar expressions or variations thereof, or the negative thereof, but these terms
are not the exclusive means of identifying such statements. Forward-looking statements are based on management's expectations and assumptions as of the
date they are made and are not guarantees of future performance. You are cautioned not to place undue reliance on our forward-looking statements.
https://www.sec.gov/Archives/edgar/data/2969/000119312520125707/d910745d424b2.htm[4/29/2020 2:47:18 PM]


424B2
Forward-looking statements may relate to a number of matters, including the expected timetable and benefits related to this offering and the
offering of the Eurobonds (as defined below); expectations regarding revenue, margins, expenses, earnings, tax provisions, cash flows, pension obligations,
share repurchases or other statements regarding economic conditions or our business outlook; statements regarding plans, projects, strategies and objectives
for our future operations, including our ability to win new projects and execute the projects in our backlog; and statements regarding our expectations with
respect to pending legal claims or disputes. While forward-looking statements are made in good faith and based on assumptions, expectations and
projections that management believes are reasonable based on currently available information, actual performance and financial results may differ
materially from projections and estimates expressed in the forward-looking statements because of many factors, including, without limitation:

·
the duration and impacts of the novel coronavirus ("COVID-19") global pandemic and efforts to contain its transmission, including the

effect of these factors on our business, our customers and economic conditions generally;

·
changes in global or regional economic conditions, supply and demand dynamics in the market segments we serve, or in the financial

markets;

·
risks associated with having extensive international operations, including political risks, risks associated with unanticipated

government actions and risks of investing in developing markets;


·
project delays, contract terminations, customer cancellations, or postponement of projects and sales;


·
our ability to develop and operate large scale and technically complex projects, including gasification projects;


·
the future financial and operating performance of major customers and joint venture partners;


·
our ability to develop, implement, and operate new technologies, or to execute the projects in our backlog;


·
tariffs, economic sanctions and regulatory activities in jurisdictions in which we and our affiliates and joint ventures operate;

·
the impact of environmental, tax or other legislation, as well as regulations affecting our business and related compliance requirements,

including legislation or regulations related to global climate change;


·
changes in tax rates and other changes in tax law;

·
the timing, impact, and other uncertainties relating to acquisitions and divestitures, including our ability to integrate acquisitions and

separate divested businesses, respectively;

S-iii
Table of Contents

·
risks relating to cybersecurity incidents, including risks from the interruption, failure or compromise of our information systems;


·
catastrophic events, such as natural disasters, acts of war, pandemics, public health crises or terrorism;

·
the impact of price fluctuations in oil and natural gas and disruptions in markets and the economy due to oil and natural gas price

volatility;


·
costs and outcomes of legal or regulatory proceedings and investigations;


·
asset impairments due to economic conditions or specific events;


·
significant fluctuations in interest rates and foreign currency exchange rates from those currently anticipated;


·
damage to facilities, pipelines or delivery systems, including those we own or operate for third parties;


·
availability and cost of raw materials; and


·
the success of productivity and operational improvement programs.
You should carefully read the factors described in Risk Factors, Management's Discussion and Analysis of Financial Condition and Results
of Operations, Quantitative and Qualitative Disclosures about Market Risk and other cautionary statements in this prospectus supplement, the
accompanying prospectus and in our Annual Report on Form 10-K for the year ended September 30, 2019, our Quarterly Reports on Form 10-Q for the
quarters ended December 31, 2019 and March 31, 2020, and our other filings with the SEC that are incorporated by reference into this prospectus
supplement or the accompany prospectus for a description of certain risks that could, among other things, cause our actual results to differ from these
forward-looking statements. Any of these factors, as well as those not currently anticipated by management, could cause our results of operations, financial
condition or liquidity to differ materially from what is expressed or implied by any forward-looking statement. Further, many of these risks and
uncertainties are currently amplified by and may continue to be amplified by or may, in the future, be amplified by, the recent outbreak of COVID-19 and
the impact of varying government response that affects our customers and the economies where they operate. Except as required by law, we disclaim any
obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in assumptions, beliefs, or expectations
https://www.sec.gov/Archives/edgar/data/2969/000119312520125707/d910745d424b2.htm[4/29/2020 2:47:18 PM]


424B2
or any change in events, conditions, or circumstances upon which any such forward-looking statements are based.


S-iv
Table of Contents
SUMMARY
This summary provides a brief overview of certain information appearing elsewhere in this prospectus supplement and the documents
incorporated by reference herein, which are described under "Where You Can Find More Information." Because it is abbreviated, this summary
does not contain all of the information that you should consider before making an investment in the Notes. We encourage you to read the entire
prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein carefully, including the "Risk
Factors" section, the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended September 30, 2019
and the unaudited consolidated financial statements contained in our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2019
and March 31, 2020 and the notes to those financial statements before making an investment decision.
Company Overview
Air Products and Chemicals, Inc., a Delaware corporation originally founded in 1940, serves customers globally with a unique portfolio
of products, services, and solutions that include atmospheric gases, process and specialty gases, equipment, and services. We are the world's largest
supplier of hydrogen and have built leading positions in growth markets such as helium and liquefied natural gas process technology and equipment.
We also develop, engineer, build, own and operate some of the world's largest industrial gas projects, including gasification projects that convert
abundant natural resources into syngas for the production of high-value power, fuels and chemicals.
Our corporate offices are located at 7201 Hamilton Boulevard, Allentown, Pennsylvania 18195. Our telephone number is
(610) 481-4911, and our website is www.airproducts.com. The information contained in, or that can be accessed through, our website is not a part of,
or incorporated by reference in, this prospectus supplement.
Concurrent Eurobond Offering
Prior to the completion of this offering, we intend to commence a registered offering of euro-denominated notes (the "Eurobonds") in
an underwritten offering pursuant to a separate prospectus supplement. We can provide no assurance that the offering of Eurobonds will be
completed. The completion of this offering is not conditioned upon the completion of the concurrent offering of Eurobonds, and the completion of the
offering of Eurobonds will not affect the expected use of the net proceeds of this offering. This prospectus supplement is not an offer to purchase or
the solicitation of an offer to buy the Eurobonds and any offer to sell the Eurobonds will be made only by a separate prospectus.

S-1
Table of Contents
The Offering
The following is a brief summary of the terms and conditions of this offering. It does not contain all of the information that you need to
consider in making your investment decision. To understand all of the terms and conditions of the offering and the Notes, you should carefully read
this prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference that are described under "Where
You Can Find More Information."

Issuer
Air Products and Chemicals, Inc.
Securities Offered
$550,000,000 aggregate principal amount of 2025 Notes due October 15, 2025, $650,000,000 aggregate
principal amount of 2027 Notes due May 15, 2027, $900,000,000 aggregate principal amount of 2030 Notes
due May 15, 2030,
$750,000,000 aggregate principal amount of 2040 Notes due May 15, 2040, and $950,000,000 aggregate
principal amount of 2050 Notes due May 15, 2050.
https://www.sec.gov/Archives/edgar/data/2969/000119312520125707/d910745d424b2.htm[4/29/2020 2:47:18 PM]


424B2
Maturity Dates
The 2025 Notes will mature on October 15, 2025, the 2027 Notes will mature on
May 15, 2027, the 2030 Notes will mature on May 15, 2030, the 2040 Notes will mature on May 15, 2040,
and the 2050 Notes will mature on May 15, 2050.
Interest
The 2025 Notes will bear interest at the annual rate of 1.500%, the 2027 Notes will bear interest at the
annual rate of 1.850%, the 2030 Notes will bear interest at the annual rate of 2.050%, the 2040 Notes will
bear interest at the annual rate of 2.700%, and the 2050 Notes will bear interest at the annual rate of
2.800%. Interest on the 2025 Notes will accrue from the date of issuance and be payable semi-annually in
arrears on April 15 and October 15 commencing on October 15, 2020, to the persons in whose name the
2025 Notes are registered at the close of business on the April 1 and October 1 immediate preceding the
corresponding interest payment date. Interest on the 2027 Notes, the 2030 Notes, the 2040 Notes and the
2050 Notes will accrue from the date of issuance and be payable semi-annually in arrears on May 15 and
November 15 commencing on November 15, 2020, to the persons in whose names such Notes are registered
at the close of business on the May 1 and November 1 immediately preceding the corresponding interest
payment date.
Ranking
The Notes will be our unsubordinated unsecured obligations and will rank equally in right of payment with
all of our existing and future unsubordinated unsecured indebtedness. The Notes will effectively rank junior
to any of our secured debt to the extent of the value of the assets securing such debt. In addition, the Notes
will be structurally subordinated to all liabilities of our subsidiaries, including trade payables.
Optional Redemption
We may redeem the Notes at any time prior to maturity, in each case, in whole or in part, at the applicable
redemption price described under the heading "Description of Notes--Optional Redemption " in this
prospectus supplement, plus accrued and unpaid interest thereon to, but excluding, the redemption date. If
we redeem all or any part of the Notes on or after the applicable Par Call Date, we will pay a redemption
price equal to 100% of the principal amount of such series of Notes being redeemed plus accrued and
unpaid interest thereon.

S-2
Table of Contents
Par Call Date
September 15, 2025 for the 2025 Notes, March 15, 2027 for the 2027 Notes, February 15, 2030 for the 2030
Notes, November 15, 2039 for the 2040 Notes, and November 15, 2049 for the 2050 Notes.
Change of Control Triggering Event

If a Change of Control Triggering Event (as defined herein) occurs, each holder of Notes may require us to
repurchase some or all of the Notes at a purchase price equal to 101% of the principal amount of the Notes,
plus accrued interest. A Change of Control Triggering Event means the occurrence of both a change of
control and a Ratings Decline (as defined herein). See "Description of Notes--Change of Control and
Ratings Decline."
Use of Proceeds
We expect to use the net proceeds from this offering for general corporate purposes and to repay current or
future indebtedness, which may include all or a portion of our $400,000,000 aggregate principal amount of
3.000% Notes due 2021, which mature on November 3, 2021, and for general corporate purposes, including
financing a planned equity investment of approximately $2.5 billion in the joint venture that will acquire the
gasification, power and industrial gas assets at Jazan Economic City, Saudi Arabia, and other investments in
industrial gas projects. See "Use of Proceeds."
Risk Factors
You should consider carefully the specific factors set forth under "Risk Factors" as well as the information
and data included elsewhere or incorporated by reference in this prospectus supplement and the
accompanying prospectus, before making an investment decision.
Additional Issues
We may from time to time, without notice to or consent from the holders of the applicable series of Notes,
create and issue additional notes of each series ranking equally and ratably with the Notes of such series.
Book-Entry; Form and Denominations

https://www.sec.gov/Archives/edgar/data/2969/000119312520125707/d910745d424b2.htm[4/29/2020 2:47:18 PM]


424B2
The Notes will be issued only in book-entry form, in minimum denominations of $2,000 and integral
multiples of $1,000 above that amount, through the facilities of DTC.
Trustee and Paying Agent
The Bank of New York Mellon Trust Company, N.A.
Governing Law
State of New York.

S-3
Table of Contents
RISK FACTORS
Your investment in the Notes involves risks. You should consider carefully the risks described below and those discussed under the sections
captioned "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019 and in our Quarterly Report on Form 10-Q for
the quarter ended March 31, 2020. Each of the risks described in these documents could materially and adversely affect our business, financial condition,
results of operations and prospects, and could result in a partial or complete loss of your investment.
The Notes are subject to prior claims of any of our secured creditors.
The Notes are our unsecured general obligations, ranking equally with other unsecured and unsubordinated debt but effectively subordinated
to any secured debt that we have or may incur to the extent of the value of the collateral securing such debt.
Active trading markets for the Notes may not develop, which could limit their market prices or your ability to sell them.
The Notes constitute new issues of debt securities for which there currently are no trading markets. We do not intend to apply for listing of
the Notes on any securities exchange. As a result, active trading markets for the Notes may not develop. If an active trading market does not develop or is
not maintained for any series of the Notes, the market price and liquidity of such Notes may be adversely affected. If any of the Notes are traded after their
initial issuance, they may trade at discounts from their initial offering prices depending on prevailing interest rates, the markets for similar securities,
general economic conditions, fluctuations in exchange rates, our financial condition, performance and prospects and other factors. The underwriters have
advised us that they intend to make a market in each series of Notes, but they are not obligated to do so and may discontinue any market-making at any
time without notice. Accordingly, we cannot assure you that liquid trading markets will develop for the Notes, that you will be able to sell your Notes or
that the prices you receive when you sell will be favorable. Accordingly, you may be required to bear the financial risk of an investment in the Notes for
an indefinite period of time.
The indenture does not restrict the amount of additional debt that we may incur or taking other actions that could negatively impact holders of the
Notes.
We may be able to incur substantially more debt in the future, and intend to commence an offering for the Eurobonds substantially
concurrently with this offering. The Notes and indenture governing the Notes will not limit us or our subsidiaries from incurring debt or additional
liabilities. As of March 31, 2020, we had outstanding long-term debt of approximately $3.3 billion (which amount does not give effect to the issuance of
the Eurobonds). Our incurrence of additional debt may have important consequences for holders of the Notes, including making it more difficult for us to
satisfy our obligations with respect to the Notes, a loss in the trading value of the Notes, if any, and a risk that the credit ratings of the Notes are lowered or
withdrawn.
Effective subordination of the Notes to indebtedness of our subsidiaries and to the claims of secured creditors may reduce amounts available for
payment of the Notes.
The Notes are not guaranteed by any of our subsidiaries. As a result, the Notes will be effectively subordinated to the indebtedness and other
liabilities of our subsidiaries. Except to the extent that we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including
trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such subsidiaries over our claims
(and therefore the claims of our creditors, including holders of the Notes). As of March 31, 2020, our subsidiaries had debt of approximately $400 million
(excluding any intercompany debt owed to us). The Notes will not be secured by any of our assets, and as a result will be effectively subordinated to

S-4
Table of Contents
https://www.sec.gov/Archives/edgar/data/2969/000119312520125707/d910745d424b2.htm[4/29/2020 2:47:18 PM]


424B2
any secured debt that we may now have or may incur in the future, to the extent of the value of the assets securing such debt. As of March 31, 2020, we
had no secured indebtedness.
We may not be able to repurchase the Notes upon a Change of Control Triggering Event.
Upon the occurrence of a Change of Control Triggering Event, we will be required to make an offer to each holder of the Notes to
repurchase all or any part of that holder's Notes at a purchase price equal to 101% of the aggregate principal amount of thereof, together with accrued and
unpaid interest thereon to the date of repurchase. It is possible that we will not have sufficient funds at the time of any Change of Control Triggering Event
to make the required repurchases. In order to obtain sufficient funds to pay the purchase price of the outstanding Notes, we may need to refinance the
Notes. We cannot assure you that we would be able to refinance the Notes on reasonable terms, or at all.
Credit ratings of the Notes may change and affect the market prices and marketability of the Notes or not reflect all risks of an investment in the Notes.
Credit ratings are limited in scope, and do not address all material risks relating to an investment in the Notes, but rather reflect only the view
of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. There can
be no assurance that such credit ratings will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn
entirely by the applicable rating agencies, if, in such rating agency's judgment, circumstances so warrant. Each agency's rating should be evaluated
independently of any other agency's rating. Agency credit ratings are not a recommendation to buy, sell or hold any security. Actual or anticipated changes
or downgrades in our credit ratings, including any announcement that our ratings are under review for a downgrade, could affect the market prices or
marketability of the Notes and increase our corporate borrowing costs.
Redemption prior to maturity may adversely affect your return on the Notes.
Since the Notes are redeemable at our option, we may choose to redeem your Notes at times when prevailing interest rates are relatively low.
As a result, you generally will not be able to reinvest the redemption proceeds in a comparable security at effective interest rates as high as the interest
rates on your Notes being redeemed.
An increase in market interest rates could result in a decrease in the market value of the Notes.
In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value. Consequently, if you
purchase Notes and market interest rates increase, the market value of those Notes may decline. We cannot predict the future level of market interest rates.

S-5
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the Notes will be approximately $3.76 billion after deduction of the underwriting
discounts and estimated expenses related to the offering. We expect to use the net proceeds from this offering to repay current or future indebtedness,
which may include all or a portion of our $400,000,000 aggregate principal amount of 3.000% Notes due 2021, which mature on November 3, 2021, and
for general corporate purposes, including financing a planned equity investment of approximately $2.5 billion in the joint venture that will acquire the
gasification, power and industrial gas assets at Jazan Economic City, Saudi Arabia, and other investments in industrial gas projects. Prior to such uses, we
may temporarily invest the net proceeds in marketable securities and short-term investments.

S-6
Table of Contents
DESCRIPTION OF NOTES
The following description of the particular terms of the 1.500% Notes due 2025 (the "2025 Notes"), 1.850% Notes due 2027 (the "2027
Notes"), the 2.050% Notes due 2030 (the "2030 Notes"), the 2.700% Notes due 2040 (the "2040 Notes"), and the 2.800% Notes due 2050 (the
"2050 Notes," and together with the 2025 Notes, the 2027 Notes, the 2030 Notes and the 2040 Notes, the "Notes") offered hereby 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 (the "Indenture") to be entered into between the
Company and The Bank of New York Mellon Trust Company, N.A., as trustee.
https://www.sec.gov/Archives/edgar/data/2969/000119312520125707/d910745d424b2.htm[4/29/2020 2:47:18 PM]


424B2
General
The 2025 Notes will mature on October 15, 2025, the 2027 Notes will mature on May 15, 2027, the 2030 Notes will mature on May 15,
2030, the 2040 Notes will mature on May 15, 2040, and the 2050 Notes will mature on May 15, 2050. 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 DTC, as described below.
The 2025 Notes will bear interest at the annual rate of 1.500%, the 2027 Notes will bear interest at the annual rate of 1.850%, the 2030 Notes
will bear interest at the annual rate of 2.050%, the 2040 Notes will bear interest at the annual rate of 2.700% and the 2050 Notes will bear interest at the
annual rate of 2.800%. Interest on the 2025 Notes will accrue from the date of issuance and be payable semi-annually in arrears on April 15 and October 15
commencing on October 15, 2020, to the persons in whose names the 2025 Notes are registered at the close of business on the April 1 and October 1
immediately preceding the corresponding interest payment date. Interest on the 2027 Notes, the 2030 Notes, the 2040 Notes and the 2050 Notes will accrue
from the date of issuance and be payable semi-annually in arrears on May 15 and November 15 commencing on November 15, 2020, to the persons in
whose names such Notes are registered at the close of business on the May 1 and November 1 immediately preceding the corresponding interest 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 (as defined below), 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.
Each series of Notes will constitute 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 of
a particular series. Any additional Notes having such similar terms, together with the relevant series of 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 and is continuing with
respect to such Notes. In the event that any additional Notes

S-7
Table of Contents
are not fungible with the Notes offered hereby for U.S. federal income tax purposes, such additional Notes will have a separate CUSIP, ISIN, or other
identifying number so that they are distinguishable from the notes offered hereby.
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
At our option, we may redeem the Notes, in whole or in part, at any time or from time to time as described below.
If we redeem all or any part of any series of Notes prior to the applicable Par Call Date (as defined below), we will pay a redemption price
equal to the greater of:

(i)
100% of the principal amount of the Notes being redeemed; or

(ii)
the sum of the present values of the remaining scheduled payments of principal and interest of the Notes being redeemed, that would be due if such
series of Notes matured on the applicable Par Call Date (in each case, not including the amount, if any, of accrued and unpaid interest to, but
excluding, the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 20 basis points with respect to the 2025 Notes, 20 basis points with respect to the 2027 Notes, 25 basis points with
respect to the 2030 Notes, 25 basis points with respect to the 2040 Notes or 25 basis points with respect to the 2050 Notes;
plus, in each case, any accrued and unpaid interest to, but excluding, the redemption date. If we redeem all or any part of the Notes on or after the
applicable Par Call Date, we will pay a redemption price equal to 100% of the principal amount of such series of Notes being redeemed plus accrued and
https://www.sec.gov/Archives/edgar/data/2969/000119312520125707/d910745d424b2.htm[4/29/2020 2:47:18 PM]


424B2
unpaid interest thereon.
"Comparable Treasury Issue" means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed (assuming that the Notes to be redeemed matured on the applicable Par Call Date) 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 (assuming that the Notes to be redeemed matured on the applicable Par Call Date).
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for
that redemption date, after excluding the highest and lowest 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 Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan
Securities LLC, as selected by us, and their respective successors, or if each of such firms is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by us.
"Par Call Date" means September 15, 2025 for the 2025 Notes, March 15, 2027 for the 2027 Notes, February 15, 2030 for the 2030 Notes,
November 15, 2039 for the 2040 Notes, and November 15, 2049 for the 2050 Notes.
"Reference Treasury Dealer" means each of (i) Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan
Securities LLC and their respective successors; provided, however, that if

S-8
Table of Contents
any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), we will substitute for
such firm another Primary Treasury Dealer and (ii) up to two additional Primary Treasury Dealers appointed by us.
"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 Independent Investment Banker at 5:00 p.m. (New York City time) on the third business day preceding
that redemption date.
"Treasury Rate" means, with respect to any redemption date: (i) the yield, under the heading that represents the average for the immediately
preceding week, appearing in the most recently published statistical release designated "H.15" 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 U.S. 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 applicable Par Call Date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will 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 semi-annual 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 will be calculated on the third
business day preceding the redemption date.
Change of Control and Ratings Decline
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 the applicable series of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 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 Control Payment"). Within 30 days following any Change of Control Triggering Event, we will be required to mail (or otherwise transmit in
accordance with DTC procedures) 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 Ratings 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

mailed (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 paying agent receives, not later than the close of business on the fifth
https://www.sec.gov/Archives/edgar/data/2969/000119312520125707/d910745d424b2.htm[4/29/2020 2:47:18 PM]


Document Outline