RISK FACTORS

        The Exchange Notes, like the Original Notes, entail certain risks. You should carefully consider the following risk factors, as well as the other information contained or incorporated by reference in this prospectus, including the sections titled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the three months ended March 31, 2020 and June 30, 2020, respectively, and Allergan's Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the three months ended March 31, 2020, before making a decision to continue your investment in the Notes or to tender your Original Notes in exchange for the Exchange Notes.

        Any of the following risks and those in the documents incorporated by reference herein could materially and adversely affect our business, financial condition or results of operations. However, the risks described below and in the documents incorporated by reference herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations in the future. In such a case, we may not be able to make payments of principal and interest on the Notes, and you may lose all or part of your original investment.

Risks Relating to the Exchange Offers

If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.

        Original Notes that you do not tender or that we do not accept will, following the Exchange Offers, continue to be restricted securities, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

        Because we anticipate that most holders of Original Notes will elect to exchange their Original Notes, we expect that the liquidity of the market for any Original Notes remaining after the completion of the Exchange Offers will be substantially limited. Any Original Notes tendered and exchanged in the Exchange Offers will reduce the aggregate principal amount of the Original Notes of the applicable series outstanding. Following the Exchange Offers, if you do not tender your Original Notes, you generally will not have any further registration rights, and your Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes could be adversely affected.

You must comply with the Exchange Offers procedures in order to receive freely tradable Exchange Notes.

        Delivery of Exchange Notes in exchange for Original Notes tendered and accepted for exchange pursuant to the Exchange Offers will be made only if such tenders comply with the Exchange Offer procedures described herein. We are not required to notify you of defects or irregularities in tenders of Original Notes for exchange. The method of delivery of Original Notes and the letter of transmittal and all other required documents to the applicable Exchange Agent is at the election and risk of the holders of the Original Notes.

The Exchange Offers may not be completed.

        The Exchange Offers are subject to the satisfaction of certain conditions. See "The Exchange Offers—Conditions to the Exchange Offers." Even if the Exchange Offers are completed, they may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the Exchange Offers may have to wait longer than expected to receive their Exchange Notes, during which

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time such holders will not be able to effect transfers of their Original Notes tendered in the Exchange Offers.

        Until we announce whether we have accepted valid tenders of Original Notes for exchange pursuant to the Exchange Offers, no assurance can be given that the Exchange Offers will be completed. In addition, subject to applicable law and as provided in this prospectus, we may, in our sole discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offers at any time before our announcement of whether we will accept valid tenders of Original Notes for exchange pursuant to the Exchange Offers, which we expect to make as soon as reasonably practicable after the expiration date.

If you are a broker-dealer, your ability to transfer the Exchange Notes may be restricted.

        A broker-dealer that acquired the Original Notes for its own account as a result of market-making activities or other trading activities must comply with the prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. Our obligation to make this prospectus available to broker-dealers is limited. Consequently, we cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their Exchange Notes.

Risks Relating to the Notes

We have significant outstanding unused borrowing capacity and significant outstanding debt and may incur additional debt in the future. The terms of such indebtedness could restrict our and our subsidiaries' activities.

        In August 2018, we entered into a $3 billion revolving credit facility with various financial institutions, which was amended and restated in August 2019 to increase the commitments thereunder to $4 billion (as amended and restated, the "Revolving Credit Facility"). As of June 30, 2020, there were no amounts outstanding under the Revolving Credit Facility. In addition, in connection with the Acquisition, we, together with various financial institutions, entered into a $6 billion term loan facility (the "Acquisition Term Loan") in July 2019. On May 8, 2020, we borrowed $3.0 billion under the Acquisition Term Loan to fund a portion of the cash consideration paid to Allergan shareholders in connection with the Acquisition. Subsequent to this borrowing, we terminated the unused commitments of the lenders under the Acquisition Term Loan.

        Our credit facilities impose restrictions on us and our subsidiaries, including certain restrictions on our ability to incur liens on our assets. In addition, these credit facilities require us to maintain compliance with a financial covenant. Our ability to comply with these restrictions and covenants may be affected by events beyond our control. If we breach any of these restrictions or covenants and do not obtain a waiver from the lenders under the applicable credit facility, then, subject to applicable cure periods, any outstanding indebtedness under such credit facility could be declared immediately due and payable.

        In addition, as of June 30, 2020, we had $83 billion aggregate principal amount of unsecured senior notes outstanding (based on exchange rates in effect as of June 30, 2020). We may also incur significantly more debt in the future.

We have limited direct operations and depend on dividends and other distributions from our subsidiaries.

        We have limited direct operations. Our principal assets are the equity interests that we hold in our subsidiaries. As a result, we depend on dividends and other distributions from our subsidiaries to generate the funds necessary to meet our financial obligations, including the payment of principal and interest on our outstanding indebtedness. Our subsidiaries are legally distinct from us and have no obligation to pay amounts due on our indebtedness or to make funds available for such payment. In addition, our subsidiaries are permitted under the terms of the Indentures that govern the Original

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Notes and that will govern the Exchange Notes to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. We cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit such subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on the Notes when due.

An increase in interest rates could result in a decrease in the market values of the Notes.

        In general, as market interest rates rise, notes bearing interest at a fixed rate decline in value because the premium over market interest rates, if any, will decline. Consequently, if you invest in the Notes and market interest rates increase, the market values of your Notes may decline. We cannot predict the future level of market interest rates.

Changes in our credit ratings may adversely affect the values of the Notes.

        We expect that each series of the Exchange Notes will be rated by one or more nationally recognized statistical rating organizations. Any ratings assigned to the Notes could be lowered, suspended or withdrawn entirely by the rating agencies if, in each rating agency's judgment, circumstances warrant. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, could affect the market values of the Notes.

The Indentures that govern the Original Notes and that will govern the Exchange Notes do not restrict the amount of additional debt that we may incur.

        The Exchange Notes and the Indentures under which the Exchange Notes will be issued do not place any limitation on the amount of debt that we and our subsidiaries may incur (other than certain limited restrictions on the incurrence of certain secured debt). Our incurrence of additional debt may have important consequences for you as a holder of the Notes, including making it more difficult for us to satisfy our obligations with respect to the Notes, a loss in the market values of the Notes and a risk that any credit rating of the Notes is lowered or withdrawn. In addition, we are not restricted under the Indentures that govern the Original Notes and that will govern the Exchange Notes from paying dividends or issuing or repurchasing our securities.

        There are no financial covenants in the Indentures that govern the Original Notes and that will govern the Exchange Notes. Except for the covenants described under "Description of Notes—Certain Covenants of AbbVie" and "Description of Notes—Consolidation, Merger and Sale of Assets," there are no covenants or any other provisions in the Indentures under which the Original Notes were issued and the Exchange Notes will be issued, which may afford you protection in the event of a highly leveraged transaction, including one that may or may not result in our change of control.

There are currently no markets for the Exchange Notes, and active trading markets may not develop for the Notes.

        The Exchange Notes are new securities for which there are no established trading markets. We do not intend to apply for listing of the Exchange USD Notes on any securities exchange or for inclusion of the Exchange USD Notes in any automated quotation system. We only intend to apply for listing of the Exchange Euro Notes for trading on the New York Stock Exchange. The listing application will be subject to approval by the New York Stock Exchange. If such a listing is obtained, we have no obligation to maintain such listing, and we may delist the Exchange Euro Notes at any time. In addition, the liquidity of the trading markets in the Notes and the market prices quoted for the Notes may be adversely affected by changes in the overall market for securities and by changes in our financial performance or prospects or changes in the financial performance or prospects of companies

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in our industry. Active trading markets for the Notes may not develop or be sustained and there can be no assurance as to the liquidity of any markets that do develop. You may not be able to sell your Notes at a particular time, and the price that you receive when you sell may not be favorable.

Neither we nor any of our subsidiaries have any property that has been determined to be a principal domestic property under the Indentures that govern the Original Notes and that will govern the Exchange Notes. In addition, our board of directors has broad discretion to determine that a property is not a principal domestic property and therefore not subject to certain covenants in the Indentures that govern the Original Notes and that will govern the Exchange Notes.

        The Indentures that govern the Original Notes and that will govern the Exchange Notes include covenants that, among other things, limit our and our subsidiaries' ability to create or permit to exist mortgages with respect to our principal domestic properties and certain other assets and to enter into sale and leaseback transactions with respect to such principal domestic properties. However, as of the date of this prospectus, neither we, nor any of our subsidiaries, have any property that would constitute a principal domestic property under the Indentures that govern the Original Notes and that will govern the Exchange Notes.

        In addition, the Indentures that govern the Original Notes and that will govern the Exchange Notes provide that a principal domestic property means any building, structure or other facility, together with the land on which it is erected and fixtures comprising a part thereof, used primarily for manufacturing, processing, research, warehousing or distribution and located in the United States (excluding its territories and possessions and Puerto Rico), owned or leased by us or any of our domestic subsidiaries and having a net book value which, on the date the determination as to whether a property is a principal domestic property is being made, exceeds 2% of our consolidated net assets, other than any such building, structure or other facility or a portion thereof (i) which is an air or water pollution control facility financed by state or local governmental obligations or (ii) which the chairman of our board, chief executive officer, an executive vice president, a senior vice president or a vice president and our chief financial officer, treasurer, or assistant treasurer determine in good faith, at any time on or prior to such date, is not of material importance to the total business conducted, or assets owned, by us and our subsidiaries as an entirety. Although it has not yet done so, under the terms of the Indenture that govern the Original Notes and that will govern the Exchange Notes, the chairman of our board or any of our executive officers listed above may determine from time to time that a property owned by us or our subsidiaries is not a principal domestic property and therefore such property is not be subject to the covenants in the Indentures that govern the Original Notes and that will govern the Exchange Notes.

The Original Notes are, and the Exchange Notes will be, structurally subordinated to all of the obligations of our subsidiaries. Our ability to service our debt is dependent on the performance of our subsidiaries.

        The Original Notes are, and the Exchange Notes will be, structurally subordinated to all existing and future indebtedness, liabilities and other obligations (including trade payables), of our subsidiaries, including Allergan and its subsidiaries (other than indebtedness, liabilities and other obligations owed to us, if any). The incurrence of indebtedness or other liabilities by any of our subsidiaries is not prohibited by the Indentures that govern the Original Notes and that will govern the Exchange Notes, and could adversely affect our ability to pay our obligations on the Notes.

        Our subsidiaries are separate and distinct legal entities from us and such subsidiaries have no obligation to pay any amounts due on the Notes or to provide us with funds to meet the payment obligations on the Notes. Any payment of dividends, loans or advances by our subsidiaries could be subject to statutory or contractual restrictions and will be contingent upon the subsidiaries' earnings and business considerations. Our right to receive any assets of any of our subsidiaries upon their bankruptcy, liquidation, or similar reorganization, and the rights of the holders of the Notes, will be

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structurally subordinated to all existing and future indebtedness and other liabilities of such subsidiaries.

The Original Notes are, and the Exchange Notes will be, subject to prior claims of secured creditors.

        The Original Notes are, and the Exchange Notes will be, our unsecured, unsubordinated obligations, and will rank equally in right of payment with all of our existing and future unsecured senior indebtedness, liabilities and other obligations and will be effectively subordinated in right of payment to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. As of June 30, 2020, we did not have any significant secured debt outstanding. However, each of the Indentures that governs the Original Notes and that will govern the Exchange Notes and the agreements governing our credit facilities permits us and our subsidiaries to incur secured debt under certain circumstances, and the amounts could be substantial. If we incur any debt secured by our assets or the assets of our subsidiaries, these assets could be subject to the claims of secured creditors that are prior to your claim as a holder of Notes.

        In the event of a bankruptcy, liquidation, or similar proceeding, our pledged assets would be available to satisfy obligations in respect of the secured debt before any payment could be made on the Notes. As a result, the Notes will be effectively subordinated to any secured debt that we may have to the extent of the value of the assets securing such debt. To the extent that such pledged assets cannot satisfy such secured debt, the holders of such debt would have a claim for any shortfall that would rank equally in right of payment with the Notes.

Our credit ratings may not reflect all risks of your investment in the Notes.

        Any credit ratings assigned or that will be assigned to the Notes 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.

        Agency credit ratings are not a recommendation to buy, sell or hold any security. Each agency's rating should be evaluated independently of any other agency's rating. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, could affect the market values of the Notes and increase our corporate borrowing costs.

We may choose to redeem the Fixed Rate Notes of any series prior to maturity.

        We may redeem some or all of the Fixed Rate Notes of any series at any time. See "Description of Notes—Description of the Exchange USD Notes—Optional Redemption of the Exchange USD Notes" and "Description of Notes—Description of the Exchange Euro Notes—Optional Redemption of the Exchange Euro Notes." Although the Fixed Rate Notes contain provisions designed to compensate you for the lost value of your Fixed Rate Notes if we redeem some or all of the Fixed Rate Notes prior to maturity, they are only an approximation of this lost value and may not adequately compensate you. Furthermore, depending on prevailing interest rates at the time of any such redemption, you may not be able to reinvest the redemption proceeds in a comparable security at an interest rate as high as the interest rate of the Fixed Rate Notes being redeemed or at an interest rate that would otherwise compensate you for any lost value as a result of any redemption of the Fixed Rate Notes.

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The pro forma financial statements incorporated by reference into this prospectus are based on various assumptions that may not prove to be correct, and they are presented for illustrative purposes only and may not be an indication of the combined company's financial condition or results of operations following the Acquisition.

        The pro forma financial statements incorporated by reference into this prospectus are based on various adjustments, assumptions and preliminary estimates and may not be an indication of the combined company's financial condition or results of operations following the transaction for several reasons. The actual financial condition and results of operations of the combined company following the Acquisition may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company's financial condition or results of operations following the Acquisition.

Risks Relating to the Floating Rate Notes

The Floating Rate Notes bear additional risks.

        The Floating Rate Notes bear interest at a floating rate, and accordingly carry significant risks not associated with conventional fixed rate debt securities. These risks include fluctuation of the interest rates and the possibility that you will receive an amount of interest that is lower than expected. We have no control over a number of matters, including economic, financial and political events that are important in determining the existence, magnitude and longevity of these risks and their results.

Uncertainty relating to the calculation of LIBOR and other reference rates and their potential discontinuance may materially adversely affect the value of the Floating Rate Notes.

        National and international regulators and law enforcement agencies have conducted investigations into a number of rates or indices which are deemed to be "reference rates." Actions by such regulators and law enforcement agencies may result in changes to the manner in which certain reference rates are determined, their discontinuance or the establishment of alternative reference rates. In particular, on July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority (the "FCA"), which regulates LIBOR, announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. Such announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. Notwithstanding the foregoing, it appears highly likely that LIBOR will be discontinued or modified by 2021.

        At this time, it is not possible to predict the effect that these developments, any discontinuance, modification or other reforms to LIBOR or any other reference rate, or the establishment of alternative reference rates may have on LIBOR, other benchmarks or floating rate debt securities, including the Floating Rate Notes. Uncertainty as to the nature of such potential discontinuance, modification, alternative reference rates or other reforms may materially adversely affect the trading market for securities linked to such benchmarks, including the Floating Rate Notes. Furthermore, the use of alternative reference rates or other reforms could cause the interest rate calculated for the Floating Rate Notes to be materially different than expected.

        If it is determined that LIBOR has been discontinued and an alternative reference rate for three-month LIBOR is used as described in "Description of Notes—Description of the Exchange USD Notes—Interest Rates on the Exchange Floating Rate Notes," we (or our designee, which may be the calculation agent, a successor calculation agent, or such other designee of ours (any of such entities, the "Designee")) may make certain adjustments to such rate, including applying a spread thereon or with respect to the business day convention, interest determination dates and related provisions and definitions, to make such alternative reference rate comparable to three-month LIBOR, in a manner that is consistent with industry-accepted practices or applicable regulatory or legislative actions or

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guidance for such alternative reference rate. See "Description of Notes—Description of the Exchange USD Notes—Interest Rates on the Exchange Floating Rate Notes." Any of the specified methods of determining floating rate alternative reference rates or the permitted adjustments to such rates may result in interest payments on your Floating Rate Notes that are lower than or that do not otherwise correlate over time with the payments that would have been made on the Floating Rate Notes if published LIBOR had continued to be available. Other floating rate debt securities issued by other issuers, by comparison, may be subject in similar circumstances to different procedures for the establishment of alternative reference rates. Any of the foregoing may have a material adverse effect on the amount of interest payable on your Floating Rate Notes, or the market liquidity and market value of your Floating Rate Notes.

Interest on the Floating Rate Notes will be calculated using a Benchmark Replacement selected by us or the Designee if a Benchmark Transition Event occurs.

        As described in detail in the section "Description of Notes—Description of the Exchange USD Notes—Interest Rates on the Exchange Floating Rate Notes—Effect of Benchmark Transition Event" (the "benchmark transition provisions"), if during the term of the Floating Rate Notes, we (or the Designee) determine that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR, we (or the Designee) in our discretion will select a Benchmark Replacement as the base rate in accordance with the benchmark transition provisions. The Benchmark Replacement will include a spread adjustment and technical, administrative or operational changes described in the benchmark transition provisions may be made to the interest rate determination if we (or the Designee) determine in our sole discretion they are required.

        Our interests (or those of the Designee) in making the determinations described above may be adverse to your interests as a holder of the Floating Rate Notes. The selection of a Benchmark Replacement, and any decisions made by us (or the Designee) in connection with implementing a Benchmark Replacement with respect to the Floating Rate Notes, could result in adverse consequences to the applicable interest rate on the Floating Rate Notes, which could adversely affect the return on, value of and market for such securities. Further, there is no assurance that the characteristics of any Benchmark Replacement will be similar to LIBOR or that any Benchmark Replacement will produce the economic equivalent of LIBOR.

The Secured Overnight Financing Rate ("SOFR") is a relatively new market index and as the related market continues to develop, there may be an adverse effect on the return on or value of the Floating Rate Notes.

        If a Benchmark Transition Event and its related Benchmark Replacement Date occur, then the rate of interest on the Floating Rate Notes will be determined using SOFR (unless a Benchmark Transition Event and its related Benchmark Replacement Date also occur with respect to the Benchmark Replacements that are linked to SOFR, in which case the rate of interest will be based on the next-available Benchmark Replacement). In the following discussion of SOFR, references to SOFR-linked notes or debt securities mean the Floating Rate Notes at any time when the rate of interest on those notes or debt securities is or will be determined based on SOFR.

        The Benchmark Replacements specified in the benchmark transition provisions include Term SOFR, a forward-looking term rate which will be based on the Secured Overnight Financing Rate. Term SOFR is currently being developed under the sponsorship of the Federal Reserve Bank of New York (the "NY Federal Reserve"), and there is no assurance that the development of Term SOFR will be completed. If a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to LIBOR and, at that time, a form of Term SOFR has not been selected or recommended by the Federal Reserve Board, the NY Federal Reserve, a committee thereof or successor thereto, then the next-available Benchmark Replacement under the benchmark transition provisions will be used to determine the amount of interest payable on the Floating Rate Notes for the next applicable interest

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period and all subsequent interest periods (unless a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to that next-available Benchmark Replacement).

        These replacement rates and adjustments may be selected or formulated by (i) the Relevant Governmental Body (as defined in the benchmark transition provisions) (such as the Alternative Reference Rates Committee of the NY Federal Reserve), (ii) the International Swaps and Derivatives Association, Inc. or (iii) in certain circumstances, us (or the Designee). In addition, the benchmark transition provisions expressly authorize us (or the Designee) to make Benchmark Replacement Conforming Changes with respect to, among other things, the determination of interest periods and the timing and frequency of determining rates and making payments of interest. The application of a Benchmark Replacement and Benchmark Replacement Adjustment, and any implementation of Benchmark Replacement Conforming Changes, could result in adverse consequences to the amount of interest payable on the Floating Rate Notes, which could adversely affect the return on, value of and market for the Floating Rate Notes. Further, there is no assurance that the characteristics of any Benchmark Replacement will be similar to the then-current Benchmark that it is replacing, or that any Benchmark Replacement will produce the economic equivalent of the then-current Benchmark that it is replacing.

        The NY Federal Reserve began to publish SOFR in April 2018. Although the NY Federal Reserve has also begun publishing historical indicative SOFR going back to 2014, such prepublication historical data inherently involves assumptions, estimates and approximations. You should not rely on any historical changes or trends in SOFR as an indicator of the future performance of SOFR. Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates. As a result, the return on and value of SOFR-linked debt securities may fluctuate more than floating rate debt securities that are linked to less volatile rates.

        Also, since SOFR is a relatively new market index, SOFR-linked debt securities likely will have no established trading market when issued, and an established trading market may never develop or may not be very liquid. Market terms for debt securities indexed to SOFR, such as the spread over the index reflected in interest rate provisions, may evolve over time, and trading prices of the Floating Rate Notes may be lower than those of later-issued SOFR-linked debt securities as a result. Similarly, if SOFR does not prove to be widely used in securities like the Floating Rate Notes, the trading price of those securities may be lower than those of debt securities linked to rates that are more widely used. Debt securities indexed to SOFR may not be able to be sold or may not be able to be sold at prices that will provide a yield comparable to similar investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.

        The NY Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to important limitations, indemnification obligations and disclaimers, including that the NY Federal Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to you as a holder of Floating Rate Notes. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or discontinuance may result in a reduction or elimination of the amount of interest payable on the Floating Rate Notes and a reduction in their trading prices.

Risks Relating to the Euro Notes

An investment in the Euro Notes by a holder whose home currency is not euro entails significant risks.

        All payments of interest on and the principal of the Euro Notes and any redemption price for the Euro Notes will be made in euro. An investment in the Euro Notes by a holder whose home currency is not euro entails significant risks. These risks include the possibility of significant changes in rates of

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exchange between the holder's home currency and euro and the possibility of the imposition or subsequent modification of foreign exchange controls. These risks generally depend on factors over which we have no control, such as economic, financial and political events and the supply of and demand for the relevant currencies. In the past, rates of exchange between euro and certain currencies have been highly volatile, and each holder should be aware that volatility may occur in the future. Fluctuations in any particular exchange rate that have occurred in the past, however, are not necessarily indicative of fluctuations in the rate that may occur during the term of the Euro Notes. Depreciation of euro against the holder's home currency would result in a decrease in the effective yield of the Euro Notes below its coupon rate and, in certain circumstances, could result in a loss to the holder. If you are a holder subject to U.S. income tax, you should consult your own tax advisor regarding the U.S. federal income tax consequences to you of the acquisition, ownership and disposition of the Euro Notes related to the Euro Notes being denominated in euro.

The Euro Notes permit us to make payments in dollars if we are unable to obtain euro.

        If the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or if the euro is 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 Euro Notes will be made in dollars until the euro is again available to us or so used. The amount payable on any date in euro will be converted into dollars on the basis of the market exchange rate for euro most recently available on, or prior to, the second business day before the relevant payment date. Any payment in respect of the Euro Notes so made in dollars will not constitute an event of default under the Euro Notes or the Indenture that governs the Original Euro Notes and that will govern the Exchange Euro Notes.

In a lawsuit for payment on the Euro Notes, an investor may bear currency exchange risk.

        The Indenture that governs the Original Euro Notes, and that will govern the Exchange Euro Notes, is governed by the laws of the State of New York. In addition, the Original Euro Notes are, and the Exchange Euro Notes will be, governed by the laws of the State of New York. Under New York law, a New York state court rendering a judgment on the Euro Notes would be required to render the judgment in euro. However, the judgment would be converted into dollars at the exchange rate prevailing on the date of entry of the judgment. Consequently, in a lawsuit for payment on the Euro Notes, investors would bear currency exchange risk until a New York state court judgment is entered, which could be a significant amount of time. A federal court sitting in New York with diversity jurisdiction over a dispute arising in connection with the Euro Notes would apply New York law.

        In courts outside of New York, investors may not be able to obtain a judgment in a currency other than dollars. For example, a judgment for money in an action based on the Euro Notes in many other U.S. federal or state courts ordinarily would be enforced in the United States only in dollars. The date used to determine the rate of conversion of euro into dollars would depend upon various factors, including which court renders the judgment and when the judgment is rendered.

Trading in the clearing systems is subject to minimum denomination requirements.

        The terms of the Exchange Euro Notes provide that the Exchange Euro Notes will be issued with a minimum denomination of €100,000 and multiples of €1,000 in excess thereof. It is possible that the clearing systems may process trades that could result in amounts being held in denominations smaller than the minimum denominations. If notes in definitive form ("Definitive Notes") are required to be issued in relation to such Exchange Euro Notes in accordance with the provisions of the relevant Global Notes (as defined below), a holder who does not have the minimum denomination or a multiple of €1,000 in excess thereof in its account with the relevant clearing system at the relevant time may not

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receive all of its entitlement in Definitive Notes unless and until such time as its holding satisfies the minimum denomination requirement.

As Global Notes are held by or on behalf of Euroclear and Clearstream, investors will have to rely on their procedures for transfer, payment and communication with us.

        The Original Euro Notes are, and the Exchange Euro Notes will be, represented by Global Notes except in certain limited circumstances described in the Global Notes. The Original Euro Notes have been, and the Exchange Euro Notes will be, deposited with a common depositary for Euroclear and Clearstream. Except in certain limited circumstances described in the Global Notes, investors will not be entitled to receive Definitive Notes. Euroclear and Clearstream will maintain records of the beneficial interests in the Global Notes and, while the Euro Notes are in global form, investors will be able to trade their beneficial interests only through Euroclear and Clearstream.

        While the Euro Notes are represented by Global Notes, we will discharge its payment obligations under the Euro Notes by making payments to or to the order of a nominee for a common depositary for Euroclear and Clearstream for distribution to their accountholders. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear and Clearstream to receive payments under the Euro Notes. We have no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in a Global Note.

Uncertainty regarding the effects of Brexit could adversely affect the price of the Euro Notes.

        On January 31, 2020, the United Kingdom withdrew from the European Union ("Brexit"), subject to a limited transitional arrangement. Ongoing negotiations surrounding the United Kingdom's future relationship with the European Union following its exit will continue throughout this transition period. The unavoidable uncertainties and events related to Brexit and the United Kingdom's future relationship with the European Union could negatively affect taxes and costs of business; cause volatility in currency exchange rates, interest rates, and European, United Kingdom or worldwide political, regulatory, economic or market conditions; and contribute to instability in political institutions, regulatory agencies, and financial markets. Brexit could also lead to legal uncertainty and politically divergent national laws and regulations as a new relationship between the United Kingdom and European Union is defined and the United Kingdom determines which European Union laws to replace or replicate. Any of these effects of Brexit, and others that cannot be anticipated, could adversely affect the price of the Euro Notes.

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