Bond AbbVie Inc. 4.4% ( US00287YAM12 ) in USD

AbbVie Inc.

88.05 % ▼

United States

US00287YAM12 ( in USD )

4.4% per year ( payment 2 times a year)

05/11/2042

Prospectus brochure of the bond AbbVie US00287YAM12 en USD 4.4%, maturity 05/11/2042

06/11/2026 ( In 177 days )

AbbVie is a research-based biopharmaceutical company focused on developing and marketing innovative therapies in several key therapeutic areas including immunology, oncology, neuroscience, and ophthalmology.

The Bond issued by AbbVie Inc. ( United States ) , in USD, with the ISIN code US00287YAM12, pays a coupon of 4.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 05/11/2042

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424B3 1 a2215864z424b3.htm 424B3
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TABLE OF CONTENTS
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-189558
AbbVie Inc.
OFFER TO EXCHANGE
All outstanding unregistered

in

$3,500,000,000 1.200% Senior Notes due 2015,
$3,500,000,000 1.200% Senior Notes due 2015,
exchange
$4,000,000,000 1.750% Senior Notes due 2017,
$4,000,000,000 1.750% Senior Notes due 2017,
for
$1,000,000,000 2.000% Senior Notes due 2018,
$1,000,000,000 2.000% Senior Notes due 2018,
$3,100,000,000 2.900% Senior Notes due 2022,
$3,100,000,000 2.900% Senior Notes due 2022,
$2,600,000,000 4.400% Senior Notes due 2042, and
$2,600,000,000 4.400% Senior Notes due 2042, and
$500,000,000 Floating Rate Senior Notes due 2015,
$500,000,000 Floating Rate Senior Notes due 2015
which have been registered under the Securities
Act of 1933, as amended
Principal Terms of the Exchange Offer:
AbbVie Inc. ("AbbVie") will exchange all outstanding unregistered 1.200% Senior Notes due 2015, 1.750% Senior Notes due 2017, 2.000% Senior Notes due
2018, 2.900% Senior Notes due 2022, 4.400% Senior Notes due 2042, and Floating Rate Senior Notes due 2015 (collectively, "Old Notes") that were issued on
November 8, 2012 in a private offering that are validly tendered and not validly withdrawn for an equal principal amount of Exchange Notes (collectively, "Exchange
Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act").
The exchange offer expires at 5:00 p.m., New York City time, on August 5, 2013, unless AbbVie extends the offer. You may withdraw tenders of Old Notes at any
time prior to the expiration of the exchange offer. The exchange offer is not subject to any condition other than that it will not violate applicable law or interpretations of
the staff of the Securities and Exchange Commission (the "Commission") and that no proceedings with respect to the exchange offer have been instituted or threatened in
any court or by any governmental agency.
Principal Terms of the Exchange Notes:
The terms of the Exchange Notes to be issued in the exchange offer are substantially identical to the Old Notes, except that the Exchange Notes will be freely
tradeable by persons who are not affiliated with AbbVie and will not have registration rights. No public market currently exists for the Old Notes. AbbVie does not
intend to list the Exchange Notes on any securities exchange, and, therefore, no active public market is anticipated.
The Exchange Notes will be unsecured, unsubordinated obligations of AbbVie and will rank equally in right of payment with all of AbbVie's existing and future
unsecured, unsubordinated indebtedness.
You should carefully consider the risk factors beginning on page 12 of this prospectus before participating in the exchange offer.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Notes. The letter of transmittal states that, by so acknowledging and by delivering a prospectus, a broker-
dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes
received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading
activities. AbbVie has agreed that, for a period of 180 days after the expiration time of the exchange offer, AbbVie will make this prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of Distribution."
None of the Commission, any state securities commission or other regulatory agency has approved or disapproved of the Exchange Notes or the
exchange offer or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 8, 2013.
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TABLE OF CONTENTS

Page

Cautionary Statement Regarding Forward-Looking Statements

ii

Summary

1

The Exchange Offer

2

The Exchange Notes

8

Risk Factors

12

Use of Proceeds

32

Ratio of Earnings to Fixed Charges

33

Selected Historical Financial Data

34

Management's Discussion and Analysis of Financial Condition and Results of Operations

35

Business

64

Management

79

Director Compensation

88

Executive Compensation

90

Certain Relationships and Related Transactions
117

Security Ownership of Certain Beneficial Owners and Management
128

Description of Other Indebtedness
130

Terms of the Exchange Offer
131

Description of Notes
144

Exchange Offer; Registration Rights
164

Material United States Federal Income Tax Considerations
166

Plan of Distribution
167

Legal Matters
168

Experts
168

Changes in Auditors
168

Where You Can Find More Information
168

Financial Statements and Supplementary Data
F-1
You should rely only on the information contained in this document or to which AbbVie has referred you. AbbVie has not authorized anyone to provide you
with information that is different. This document may only be used where it is legal to sell these securities.
No person is authorized in connection with this exchange offer to give any information or to make any representation not contained in this prospectus, and, if given
or made, such other information or representation must not be relied upon as having been authorized by AbbVie. You should assume that the information contained in
this prospectus is accurate only as of its date.
This prospectus does not constitute an offer to sell or buy any Exchange Notes in any jurisdiction where it is unlawful to do so. You should base your decision to
invest in the Exchange Notes and participate in the exchange offer solely on information contained or incorporated by reference in this prospectus.
No person should construe anything in this prospectus as legal, business or tax advice. Each person should consult its own advisors as needed to make its
investment decision and to determine whether it is legally permitted to participate in the exchange offer under applicable legal investment or similar laws or
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regulations.
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Unless otherwise indicated or the context otherwise requires: (1) all references to the "separation and distribution" mean AbbVie's separation from Abbott
Laboratories and the distribution of shares of AbbVie common stock to Abbott Laboratories shareholders; (2) all references to "AbbVie," "we," "Company," "our" and
"us" mean AbbVie Inc. and its subsidiaries, including those contributed to AbbVie by Abbott prior to the separation and distribution and (3) all references to "Abbott"
mean Abbott Laboratories and its subsidiaries, other than, for all periods following the separation and distribution, AbbVie Inc. and its subsidiaries.
AbbVie has filed with the Commission a registration statement on Form S-4 with respect to the exchange offer and the Exchange Notes. This prospectus, which
forms part of the registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. For further
information about AbbVie, the exchange offer and the Exchange Notes described in this prospectus, you should refer to the registration statement and its exhibits and
schedules. Statements AbbVie makes in this prospectus about certain contracts or other documents are not necessarily complete. When AbbVie makes such statements,
AbbVie refers you to the copies of the contracts or documents that are filed as exhibits to the registration statement, because those statements are qualified in all
respects by reference to those exhibits. The registration statement, including the exhibits and schedules, is available at the Commission's website at www.sec.gov. You
may also obtain this information without charge by writing or calling AbbVie at: AbbVie Inc., 1 North Waukegan Road, North Chicago, IL 60064, Attention: Corporate
Secretary, Phone: (847) 932-7900.
In order to ensure timely delivery, you must request the information no later than July 29, 2013, which is five business days before the expiration of the
exchange offer.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information included in this prospectus contains certain forward-looking statements regarding business strategies, market potential, future financial
performance and other matters. The words "believe," "expect," "anticipate," "project" and similar expressions, among others, generally identify "forward-looking
statements," which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and
other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. In particular, information
included under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" contain forward-looking
statements. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the
current plans and expectations of AbbVie management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the
expectation or belief will result or be achieved or accomplished. Factors that could cause actual results or events to differ materially from those anticipated include the
matters described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." AbbVie does not undertake any
obligation to update the forward-looking statements included in this prospectus to reflect events or circumstances after the date of this prospectus, unless AbbVie is
required by applicable securities law to do so.
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SUMMARY
The following is a summary of some of the information contained or incorporated by reference in this prospectus. This summary does not contain all the
details concerning the exchange offer or the Exchange Notes, including information that may be important to you. To better understand the separation and
AbbVie's business and financial position, you should carefully review this entire document and the documents incorporated herein by reference, including the
information under "Risk Factors." Some of the statements contained in this "Summary" are forward-looking statements. See "Cautionary Statement Regarding
Forward-Looking Statements."
AbbVie Inc.
On January 1, 2013, AbbVie became an independent company as a result of the distribution by Abbott of 100 percent of the outstanding common stock of AbbVie t
Abbott's shareholders. Each Abbott shareholder of record as of the close of business on December 12, 2012 (the "Record Date") received one share of AbbVie
common stock for each Abbott common share held as of the Record Date.
AbbVie is a global research-based biopharmaceutical company. AbbVie develops and markets advanced therapies that address some of the world's most complex
and serious diseases. AbbVie's products are used to treat rheumatoid arthritis, psoriasis, Crohn's disease, HIV, cystic fibrosis complications, low testosterone, thyroid
disease, Parkinson's disease, ulcerative colitis and complications associated with chronic kidney disease, among other indications. AbbVie also has a pipeline of
promising new medicines, including more than 20 compounds or indications in Phase II or Phase III development across such important medical specialties as
immunology, renal care, hepatitis C virus ("HCV"), women's health, oncology, and neuroscience, including multiple sclerosis and Alzheimer's disease. AbbVie has
approximately 21,500 employees and its products are sold in over 170 countries. AbbVie operates in one business segment--pharmaceutical products.
AbbVie's products are manufactured, marketed, and sold worldwide and are generally sold directly to wholesalers, distributors, government agencies, health care
facilities, specialty pharmacies, and independent retailers from distribution centers and public warehouses. Outside the United States, sales are made either directly to
customers or through distributors, depending on the market served. Certain products are co-marketed or co-promoted with other companies.
The 2010 acquisitions of the U.S. pharmaceuticals business of Solvay Pharmaceuticals and of Facet Biotech Corporation added several new products to AbbVie's
portfolio, including the U.S. rights to AndroGel and Creon, and enhanced AbbVie's early- and mid-stage investigational pipeline by adding an investigational biologic
for multiple sclerosis and compounds that complement AbbVie's oncology program. These acquisitions are discussed more fully in Note 4, "Acquisitions,
Collaborations and Other Arrangements", of the Notes to the Audited Annual Combined Financial Statements found in "Financial Statements and Supplemental Data."
Corporate Information
AbbVie was incorporated in Delaware on April 10, 2012 and is comprised of Abbott's former research-based pharmaceuticals business. AbbVie's Registration
Statement on Form 10 was declared effective by the Commission on December 7, 2012. AbbVie's common stock began trading "regular-way" under the ticker symbol
"ABBV" on the New York Stock Exchange on January 2, 2013.
The address of AbbVie's principal executive offices is 1 North Waukegan Road, North Chicago, Illinois 60064. AbbVie's telephone number is 847-932-7900.
AbbVie also maintains an Internet site at www.abbvie.com. AbbVie's website and the information contained therein or connected thereto shall not be
deemed to be incorporated herein, and you should not rely on any such information in making an investment decision.

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THE EXCHANGE OFFER
On November 8, 2012, AbbVie completed the private offering of $3,500,000,000 aggregate principal amount of its 1.200% senior notes due 2015 (the "Old Fixed
2015 Notes"), $4,000,000,000 aggregate principal amount of its 1.750% senior notes due 2017 (the "Old 2017 Notes"), $1,000,000,000 aggregate principal amount of
its 2.000% senior notes due 2018 (the "Old 2018 Notes"), $62,514,000 aggregate principal amount of its 2.900% senior notes due 2022 (the "Old 2022 Notes"),
$2,600,000,000 aggregate principal amount of its 4.400% senior notes due 2042 (the "Old 2042 Notes" and together with the Old Fixed 2015 Notes, the Old 2017
Notes, the Old 2018 Notes and the Old 2022 Notes, the "Old Fixed Rate Notes") and $500,000,000 aggregate principal amount of its floating rate senior notes due 201
(the "Old Floating 2015 Notes"). Morgan Stanley & Co. LLC (in its capacity as an offeror of Old Notes, the "Selling Noteholder"), offered $3,037,486,000 aggregate
principal amount of the Old 2022 Notes. The Old Fixed Rate Notes and the Old Floating 2015 Notes are collectively hereinafter referred to as the "Old Notes," and
each of the Old Fixed 2015 Notes, the Old 2017 Notes, the Old 2018 Notes, the Old 2022 Notes, the Old 2042 Notes and the Old Floating 2015 Notes, a "series" of
Old Notes.
In connection with that private offering, AbbVie entered into a registration rights agreement of the Old Notes with Abbott and the initial purchasers named therein.
In that agreement, AbbVie agreed, among other things, to deliver to you this prospectus for the exchange of up to $3,500,000,000 aggregate principal amount of new
1.200% senior notes due 2015 (the "Fixed 2015 Exchange Notes"), $4,000,000,000 aggregate principal amount of new 1.750% senior notes due 2017 (the "2017
Exchange Notes"), $1,000,000,000 aggregate principal amount of new 2.000% senior notes due 2018 (the "2018 Exchange Notes"), $3,100,000,000 aggregate principa
amount of new 2.900% senior notes due 2022 (the "2022 Exchange Notes"), $2,600,000,000 aggregate principal amount of new 4.400% senior notes due 2042 (the
"2042 Exchange Notes" and together with the Fixed 2015 Exchange Notes, the 2017 Exchange Notes, the 2018 Exchange Notes and the 2022 Exchange Notes, the
"Fixed Rate Exchange Notes") and $500,000,000 aggregate principal amount of new floating rate senior notes due 2015 (the "Floating 2015 Exchange Notes" and
together with the Old Floating 2015 Notes, the "Floating 2015 Notes") that have been registered under the Securities Act for the Old Notes that were issued on
November 8, 2012. The Fixed Rate Exchange Notes and the Floating 2015 Exchange Notes are collectively hereinafter referred to as the "Exchange Notes," and each o
the Fixed 2015 Exchange Notes, the 2017 Exchange Notes, the 2018 Exchange Notes, the 2022 Exchange Notes, the 2042 Exchange Notes and the Floating 2015
Exchange Notes, a "series" of Exchange Notes. The Exchange Notes and the Old Notes are collectively hereinafter referred to as the "Notes."
The Exchange Notes will be substantially identical to the Old Notes, except that:
·
the Exchange Notes have been registered under the Securities Act and will be freely tradable by persons who are not affiliated with AbbVie;
·
the Exchange Notes are not entitled to the rights that are applicable to the Old Notes under the registration rights agreement; and
·
AbbVie's obligation to pay additional interest on the Old Notes does not apply if the registration statement of which this prospectus forms a part is
declared effective or certain other circumstances occur, as described under the heading "Exchange Offer; Registration Rights."
Old Notes may be exchanged only in minimum denominations of $2,000 and larger integral multiples of $1,000. You should read the discussion under the headings
"The Exchange Notes" and "Description of Notes" for further information regarding the Exchange Notes. You should also read the discussion under the heading "Terms
of the Exchange Offer" for further information regarding the exchange offer and resale of the Exchange Notes.

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Exchange Offer
AbbVie will exchange its Exchange Notes for a like aggregate principal amount and maturity of its Old Notes as provided i
the registration rights agreement related to the Old Notes. The exchange offer is intended to satisfy the rights granted to
holders of the Old Notes in that agreement. After the exchange offer is complete you will no longer be entitled to any
exchange or registration rights with respect to your Notes.

Resales
Based on an interpretation by the staff of the Commission set forth in no-action letters issued to third parties, AbbVie
believes that the Exchange Notes may be offered for resale, resold and otherwise transferred by you (unless you are
AbbVie's "affiliate" within the meaning of Rule 405 under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that you:

· are acquiring the Exchange Notes in the ordinary course of business; and

· have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate
in a distribution of the Exchange Notes.

By signing the letter of transmittal and exchanging your Old Notes for Exchange Notes, as described below, you will be
making representations to this effect.

Each participating broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer in
exchange for the Old Notes that were acquired as a result of market-making or other trading activity must acknowledge that
it will deliver a prospectus in connection with any resale of the Exchange Notes. See "Plan of Distribution."

Any holder of Old Notes who:

· is AbbVie's affiliate;

· does not acquire the Exchange Notes in the ordinary course of its business; or

· cannot rely on the position of the staff of the Commission expressed in Exxon Capital Holdings Corporation, Morgan
Stanley & Co. Incorporated or similar no-action letters;

must, in the absence of an exemption, comply with registration and prospectus delivery requirements of the Securities Act i
connection with the resale of the Exchange Notes. AbbVie will not assume, nor will AbbVie indemnify you against, any
liability you may incur under the Securities Act or state or local securities laws if you transfer any Exchange Notes issued t
you in the exchange offer absent compliance with the applicable registration and prospectus delivery requirements or an
applicable exemption.

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Expiration Time
The exchange offer will expire at 5:00 p.m., New York City time, on August 5, 2013, or such later date and time to which
AbbVie extends it. AbbVie does not currently intend to extend the expiration time.

Conditions to the Exchange Offer
The exchange offer is subject to the following conditions, which AbbVie may waive:

· the exchange offer does not violate applicable law or applicable interpretations of the staff of the Commission; and

· there is no action or proceeding instituted or threatened in any court or by any governmental agency with respect to this
exchange offer.

See "Terms of the Exchange Offer--Conditions to the Exchange Offer."

Procedures for Tendering the Old Notes
If you wish to accept and participate in this exchange offer, you must complete, sign and date the accompanying letter of
transmittal, or a copy of the letter of transmittal, according to the instructions contained in this prospectus and the letter of
transmittal. You must also mail or otherwise deliver the completed, executed letter of transmittal or the copy thereof,
together with the Old Notes and any other required documents, to the exchange agent at the address set forth on the cover of
the letter of transmittal. If you hold Old Notes through The Depository Trust Company ("DTC") and wish to participate in
the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agre
to be bound by the letter of transmittal. If you wish to accept and participate in this exchange offer and you cannot get your
required documents to the exchange agent on time, you must send all of the items required by the guaranteed delivery
procedures described below.

By signing or agreeing to be bound by the letter of transmittal, you will represent to AbbVie that, among other things:

· any Exchange Notes that you receive will be acquired in the ordinary course of your business;

· you have no arrangement or understanding with any person or entity to participate in the distribution of the Exchange
Notes;

· if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Old Notes that were
acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection wit
any resale of the Exchange Notes; and

· you are not AbbVie's "affiliate" as defined in Rule 405 under the Securities Act.

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Special Procedures for Beneficial
If you are a beneficial owner whose Old Notes are registered in the name of a broker, dealer, commercial bank, trust
Owners
company or other nominee and you wish to tender your Old Notes in the exchange offer, you should promptly contact the
person in whose name the Old Notes are registered and instruct that person to tender on your behalf. If you wish to tender in
the exchange offer on your own behalf, prior to completing and executing the letter of transmittal and delivering the
certificates for your Old Notes, you must either make appropriate arrangements to register ownership of the Old Notes in
your name or obtain a properly completed bond power from the person in whose name the Old Notes are registered. The
transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration
time.

Guaranteed Delivery Procedures
If you wish to tender your Old Notes and:

· your Old Notes are not immediately available;

· you are unable to deliver on time your Old Notes or any other document that you are required to deliver to the exchange
agent; or

· you cannot complete the procedures for delivery by book-entry transfer on time;

then you may tender your Old Notes according to the guaranteed delivery procedures that are discussed in the letter of
transmittal and in "Terms of the Exchange Offer--Guaranteed Delivery Procedures."

Withdrawal of Tenders
A tender of Old Notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration time. To
withdraw, you must send a written or facsimile transmission notice of withdrawal to the exchange agent at its address
indicated under "Terms of the Exchange Offer--Exchange Agent" before the expiration time of the exchange offer.

Acceptance of the Old Notes and
If all the conditions to the completion of this exchange offer are satisfied, AbbVie will accept any and all Old Notes that are
Delivery of Exchange Notes
properly tendered in this exchange offer and not properly withdrawn before the expiration time. AbbVie will return any Old
Notes that AbbVie does not accept for exchange to its registered holder at its expense promptly after the expiration time.
AbbVie will deliver the Exchange Notes to the registered holders of Old Notes accepted for exchange promptly after the
expiration time and acceptance of such Old Notes. Please refer to the section in this prospectus entitled "Terms of the
Exchange Offer--Acceptance of Old Notes for Exchange and Delivery of Exchange Notes."

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Effect on Holders of Old Notes
As a result of making, and upon acceptance for exchange of all validly tendered Old Notes pursuant to the terms of, the
exchange offer, AbbVie will have fulfilled a covenant contained in the registration rights agreement. If you are a holder of
Old Notes and do not tender your Old Notes in the exchange offer, you will continue to hold your Old Notes and you will b
entitled to all the rights and limitations applicable to the Old Notes in the indenture, except for any rights under the
registration rights agreement that by their terms terminate upon the consummation of the exchange offer. See "Terms of the
Exchange Offer--Purpose and Effect of the Exchange Offer."

Accrued Interest on the Exchange Notes
Each Fixed Rate Exchange Note will bear interest from May 6, 2013. The holders of Old Fixed Rate Notes that are accepte
and the Old Notes
for exchange will be deemed to have waived the right to receive payment of accrued interest on those Old Fixed Rate Note
from May 6, 2013 to the date of issuance of the Fixed Rate Exchange Notes. Interest on the Old Fixed Rate Notes accepted
for exchange will cease to accrue upon issuance of the Fixed Rate Exchange Notes.

Consequently, if you exchange your Old Fixed Rate Notes for Fixed Rate Exchange Notes, you will receive the same intere
payment on November 6, 2013 that you would have received if you had not accepted this exchange offer.

The Floating 2015 Exchange Notes will bear interest from August 6, 2013. The holders of Old Floating 2015 Notes that are
accepted for exchange will be deemed to have waived the right to receive payment of accrued interest on those Old Floatin
2015 Notes from August 6, 2013 to the date of issuance of the Floating 2015 Exchange Notes. Interest on the Old Floating
2015 Notes accepted for exchange will cease to accrue upon issuance of the Floating 2015 Exchange Notes.

Consequently, if you exchange your Old Floating 2015 Notes for Floating 2015 Exchange Notes, you will receive the same
interest payment on November 6, 2013 that you would have received if you had not accepted this exchange offer.

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