results. In recent years, rates of exchange for certain currencies, including the euro, have been highly volatile, and this volatility may be expected to continue in the future.
Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative of fluctuations in the rate that
may occur during the term of the notes. Depreciation of the euro against the home currency could result in a decrease in the effective yield of the notes below the applicable coupon rate, and in certain circumstances, could result in a loss to you
on a home currency basis.
The European Union or one or more of its member states may, in the future, impose exchange controls and modify
any exchange controls imposed, which controls could affect exchange rates as well as the availability of the euro at the time of payment of principal of, interest on, or any redemption payment or additional amounts with respect to, the notes.
The notes will be governed by the laws of the State of New York. U.S. federal or state courts rendering a judgment on the notes may be unable
to enter judgment in any currency except in U.S. dollars. Accordingly, in a lawsuit for payment on the notes, investors may bear currency exchange risk, which could be material.
This description of foreign currency risks does not describe all the risks of an investment in securities denominated in a currency other than
the home currency. You should consult your own financial and legal advisors as to the risks involved in an investment in the notes.
On
May , 2020, the euro/U.S.$ rate of exchange as of the close of business was 1/U.S.$ , as reported by Bloomberg.
The notes permit us to make payments in U.S. 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 notes will be made in U.S. dollars until the euro is again available to us or so used. The amount payable on any date in euro will be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the
close of business on the second business day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the then most recent U.S. dollar/euro exchange rate available on
or prior to the second business day prior to the relevant payment date as determined by us in our sole discretion. Any payment in respect of the notes so made in U.S. dollars will not constitute an event of default under the notes or the indenture
governing the notes.
The proposed EU financial transactions tax could, if adopted, impact trading in the notes.
On February 14, 2013, the European Commission (the Commission) published a proposal (the Commissions
proposal) for a Directive for a common financial transactions tax (FTT) in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the participating Member States). On
March 16, 2016, Estonia formally withdrew from enhanced cooperation on the FTT leaving ten remaining participating Member States.
The Commissions proposal has a very broad scope and could, if introduced, apply to certain dealings in the notes in certain
circumstances.
Under the Commissions proposal, the FTT could apply in certain circumstances to persons both within and outside of
the participating Member States. Generally, it would apply to certain dealings in the notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial
institution may be, or be deemed to be, established in a participating Member State in a broad range
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