Bond Verizon Communications 0.85% ( US92343VFS88 ) in USD

Verizon Communications

97.3 % ▲

United States

US92343VFS88 ( in USD )

0.85% per year ( payment 2 times a year)

19/11/2025

Prospectus brochure of the bond Verizon Communications US92343VFS88 en USD 0.85%, maturity 19/11/2025

92343VFS8

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

20/05/2025 ( In 25 days )

Verizon Communications is a leading American telecommunications conglomerate providing wireless and wireline services, including internet, television, and voice communication, operating across the United States and internationally.

The Bond issued by Verizon Communications ( United States ) , in USD, with the ISIN code US92343VFS88, pays a coupon of 0.85% per year.
The coupons are paid 2 times per year and the Bond maturity is 19/11/2025

The Bond issued by Verizon Communications ( United States ) , in USD, with the ISIN code US92343VFS88, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Verizon Communications ( United States ) , in USD, with the ISIN code US92343VFS88, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-233608
CALCULATION OF REGISTRATION FEE

Proposed
maximum
Amount
offering
Proposed
Title of each class of
to be
price
maximum aggregate
Amount of
securities to be registered

registered

per unit

offering price
registration fee(1)
$2,000,000,000 0.850% Notes
due 2025
$2,000,000,000
99.990%
$1,999,800,000
$218,178.18
$2,250,000,000 1.750% Notes
due 2031
$2,250,000,000
99.545%
$2,239,762,500
$244,358.09
$3,000,000,000 2.650% Notes
due 2040
$3,000,000,000
99.907%
$2,997,210,000
$326,995.62
$2,750,000,000 2.875% Notes
due 2050
$2,750,000,000
99.740%
$2,742,850,000
$299,244.94
$2,000,000,000 3.000% Notes

due 2060
$2,000,000,000
99.124%
$1,982,480,000
$216,288.57
(1) Calculated in accordance with Rule 457(r) of the U.S. Securities Act of 1933, as amended.

Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 4, 2019)
$12,000,000,000

Verizon Communications Inc.
$2,000,000,000 0.850% Notes due 2025
$2,250,000,000 1.750% Notes due 2031
$3,000,000,000 2.650% Notes due 2040
$2,750,000,000 2.875% Notes due 2050
$2,000,000,000 3.000% Notes due 2060

We are offering $2,000,000,000 of our notes due 2025 (the "notes due 2025"), $2,250,000,000 of our notes due 2031 (the "notes due 2031"),
$3,000,000,000 of our notes due 2040 (the "notes due 2040"), $2,750,000,000 of our notes due 2050 (the "notes due 2050") and $2,000,000,000 of
our notes due 2060 (the "notes due 2060" and, together with the notes due 2025, the notes due 2031, the notes due 2040 and the notes due 2050, the
"notes"). The notes due 2025 wil bear interest at the rate of 0.850% per year, the notes due 2031 wil bear interest at the rate of 1.750% per year, the
notes due 2040 wil bear interest at the rate of 2.650% per year, the notes due 2050 wil bear interest at the rate of 2.875% per year and the notes due
2060 wil bear interest at the rate of 3.000% per year.
Interest on the notes due 2025 is payable on May 20 and November 20 of each year, commencing May 20, 2021. Interest on the notes due 2031
is payable on January 20 and July 20 of each year, commencing July 20, 2021. Interest on the notes due 2040 is payable on May 20 and November 20 of
each year, commencing May 20, 2021. Interest on the notes due 2050 is payable on May 20 and November 20 of each year, commencing May 20,
2021. Interest on the notes due 2060 is payable on May 20 and November 20 of each year, commencing May 20, 2021.
The notes due 2025 wil mature on November 20, 2025, the notes due 2031 wil mature on January 20, 2031, the notes due 2040 wil mature on
November 20, 2040, the notes due 2050 wil mature on November 20, 2050 and the notes due 2060 wil mature on November 20, 2060.
We may redeem each of the notes due 2025, the notes due 2031, the notes due 2040, the notes due 2050 and the notes due 2060, in whole or in
part, at any time prior to maturity at the applicable redemption price to be determined using the procedure described in this prospectus supplement
under "Description of the Notes--Redemption."
The notes wil be our senior unsecured obligations and wil rank equal y with al of our unsecured and unsubordinated indebtedness.

Neither the U.S. Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Notes
Notes
Notes
Notes
Notes
due
due
due
due
due

2025
Total
2031
Total
2040
Total
2050
Total
2060
Tota
Public Offering
Price(1)
99.990% $1,999,800,000 99.545% $2,239,762,500 99.907% $2,997,210,000 99.740% $2,742,850,000 99.124% $1,982,48
Underwriting
Discount(2)
0.300% $
6,000,000 0.400% $
9,000,000 0.600% $ 18,000,000 0.750% $ 20,625,000 0.750% $ 15,00
Proceeds to
Verizon
Communications
Inc. (before
expenses)(2)
99.690% $1,993,800,000 99.145% $2,230,762,500 99.307% $2,979,210,000 98.990% $2,722,225,000 98.374% $1,967,48
(1) Plus accrued interest, if any, from November 20, 2020, to the date of delivery.
(2)
Before reimbursement of expenses in connection with this offering and other associated expenses, which the underwriters have agreed to make
to us. See "Underwriting."
The underwriters are several y underwriting the notes being offered. 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"), against payment in New York, New York on or about November 20, 2020.

Joint Book-Running Managers
BofA Securities Citigroup Goldman Sachs & Co. LLC J.P. Morgan Wells Fargo Securities
BNP PARIBAS Loop Capital Markets Mizuho Securities MUFG RBC Capital Markets Santander TD Securities
Co-Managers

Academy Securities

Ramirez & Co., Inc.

Siebert Williams Shank
November 10, 2020

Table of Contents
TABLE OF CONTENTS
Page
PROSPECTUS SUPPLEMENT

About This Prospectus Supplement
S-i
Where You Can Find More Information
S-i
Use of Proceeds
S-1
Description of the Notes
S-2
Certain U.S. Federal Income Tax Considerations
S-5
Underwriting
S-9
Legal Matters
S-
15
PROSPECTUS

About this Prospectus
1
Where you can find more information
1
Disclosure Regarding Forward-Looking Statements
2
Verizon Communications
3
Risk Factors
3
Use of Proceeds
3
Description of Capital Stock
4
Description of the Debt Securities
5
Clearing and Settlement
9
Plan of Distribution
12
Experts
13
Legal Matters
13

ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus careful y before you invest.
Both documents contain important information you should consider when making your investment decision. This
prospectus supplement contains information about the specific notes being offered, and the accompanying prospectus
contains information about our debt securities general y. This prospectus supplement may add, update or change
information in the accompanying prospectus. You should rely only on the information provided or incorporated by
reference in this prospectus supplement, the accompanying prospectus, any related free writing prospectus and the
documents incorporated by reference herein and therein, which are accurate as of their respective dates. We have not
authorized anyone else to provide you with different information.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand,
and the information contained in the accompanying prospectus, on the other hand, the information contained in this
prospectus supplement shal control. If any statement in this prospectus supplement conflicts with any statement in a
document that we have incorporated by reference, then you should consider only the statement in the more recent
document.
In this prospectus supplement, "we," "our," "us" and "Verizon" refer to Verizon Communications Inc. and its
consolidated subsidiaries.

S-i

Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC
maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other
information regarding issuers that file electronical y with the SEC. Filings that we make with the SEC also can be found on
our website at http://www.verizon.com. The information contained on or accessible through our corporate website or any
other website that we may maintain is not incorporated by reference herein or in the accompanying prospectus and is
not part of this prospectus supplement, the accompanying prospectus or the registration statement of which this
prospectus supplement and the accompanying prospectus are a part.
The SEC al ows us to incorporate by reference the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus supplement, and information that we file later with the SEC wil automatical y
update and supersede this information. We incorporate by reference the fol owing documents we have filed with the SEC
and the future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any
Current Report on Form 8-K):

· Verizon's Annual Report on Form 10-K for the year ended December 31, 2019;

· Verizon's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and
September 30, 2020;

· Verizon's Current Reports on Form 8-K filed on February 5, 2020, February 6, 2020, February 24, 2020,

March 13, 2020, March 17, 2020, April 24, 2020, May 12, 2020, May 15, 2020, July 10, 2020,
September 14, 2020, September 22, 2020, September 29, 2020, October 2, 2020 and October 5, 2020; and

· the description of Verizon's Common Stock contained in the registration statement on Form 8-A filed on

March 12, 2010, under Section 12(b) of the Exchange Act, including any amendment or report filed for the
purpose of updating that description.
We wil provide without charge to each person, including any beneficial owner, to whom this prospectus supplement
is delivered, upon such person's written or oral request, a copy of any or al documents referred to above that have been
or may be incorporated by reference into this prospectus supplement excluding exhibits to those documents unless they
are specifical y incorporated by reference into those documents. You may make your request by contacting us at:
Investor Relations
Verizon Communications Inc.
One Verizon Way
Basking Ridge, New Jersey 07920
Telephone: (212) 395-1525
You should rely only on the information incorporated by reference or provided in this prospectus supplement, the
accompanying prospectus or any pricing term sheet. We have not authorized anyone else to provide you with different
information, and we take no responsibility for any information that others may give you.

S-i

Table of Contents
USE OF PROCEEDS
We expect the net proceeds to Verizon from the offering of the notes, after deducting the underwriting discounts and
our estimated offering expenses, wil be approximately $11.9 bil ion. We intend to use the net proceeds from the sale of
the notes for general corporate purposes, which may include the completion of previously announced acquisitions, the
acquisition of spectrum licenses, and, depending on market and other conditions, the repayment of outstanding
indebtedness.

S-1

Table of Contents
DESCRIPTION OF THE NOTES
Principal Amount, Maturity and Interest for the Notes due 2025, Notes due 2031, Notes due 2040 Notes due
2050 and Notes due 2060
We are offering $2,000,000,000 of our notes due 2025, which wil mature on November 20, 2025, $2,250,000,000 of
our notes due 2031, which wil mature on January 20, 2031, $3,000,000,000 of our notes due 2040, which wil mature on
November 20, 2040, $2,750,000,000 of our notes due 2050, which wil mature on November 20, 2050 and
$2,000,000,000 of our notes due 2060, which wil mature on November 20, 2060.
We wil pay interest on the notes due 2025 at the rate of 0.850% per annum, interest on the notes due 2040 at the
rate of 2.650% per annum, interest on the notes due 2050 at the rate of 2.875% per annum and interest on the notes
due 2060 at the rate of 3.000% per annum, in each case, on May 20 of each year to holders of record at the close of
business on the immediately preceding May 5 and on November 20 of each year to holders of record at the close of
business on the immediately preceding November 5. We wil pay interest on the notes due 2031 at the rate of 1.750%
per annum on January 20 of each year to holders of record at the close of business on the immediately preceding January
5 and on July 20 of each year to holders of record at the close of business on the immediately preceding July 5. If interest
or principal on the notes is payable on a Saturday, Sunday or any other day when banks are not open for business in The
City of New York, we wil make the payment on such notes on the next succeeding business day, and no interest wil
accrue as a result of the delay in payment. The first interest payment date on the notes due 2025, the notes due 2040,
the notes due 2050 and the notes due 2060 is May 20, 2021. The first interest payment date on the notes due 2031 is
July 20, 2021. Interest on the notes due 2025, the notes due 2031, the notes due 2040, the notes due 2050 and the
notes due 2060 wil accrue from November 20, 2020 and wil accrue on the basis of a 360-day year consisting of 12
months of 30 days.
We may issue additional notes due 2025, notes due 2031, notes due 2040, notes due 2050 and notes due 2060 in
the future.
Form and Denomination
The notes wil be issued in book-entry only form, which means that the notes of each series wil be represented by
one or more permanent global certificates registered in the name of DTC, or its nominee. You may hold interests in the
notes directly through DTC, Euroclear or Clearstream, if you are a participant in any of these clearing systems, or
indirectly through organizations which are participants in these systems. Links have been established among DTC,
Clearstream and Euroclear to facilitate the issuance of the notes and cross-market transfers of the notes associated with
secondary market trading. DTC is linked indirectly to Clearstream and Euroclear through the depositary accounts of their
respective U.S. depositaries. Beneficial interests in the notes may be held in minimum denominations of $2,000 and
integral multiples of $1,000 in excess of $2,000. Notes of each series in book-entry form that can be exchanged for
definitive notes of the applicable series under the circumstances described in the accompanying prospectus under the
caption "Clearing and Settlement" wil be exchanged only for definitive notes of the applicable series issued in minimum
denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.
Redemption
We have the option to redeem the notes due 2025, the notes due 2031, the notes due 2040, the notes due 2050
and the notes due 2060 on not less than 10 nor more than 60 days' notice, in whole or in part,

(1) at any time prior to October 20, 2025, (one month prior to maturity) for the notes due 2025, at any time
prior to October 20, 2030, (three months prior to maturity) for the notes due 2031, at any time prior

to May 20, 2040, (six months prior to maturity) for the notes due 2040, at any time prior to May 20, 2050,
(six months prior to maturity) for the notes due 2050 and at any time prior to May 20, 2060, (six months
prior to maturity) for the notes due 2060, at a redemption price equal to the greater of:
(a) 100% of the principal amount of the notes being redeemed, or

S-2

Table of Contents
(b) the sum of the present values of the remaining scheduled payments of principal and interest on the
notes being redeemed (exclusive of interest accrued to the date of redemption), assuming for such
purpose that, the notes due 2025 matured on October 20, 2025, the notes due 2031 matured on October
20, 2030, the notes due 2040 matured on May 20, 2040, the notes due 2050 matured on May 20, 2050
and the notes due 2060 matured on May 20, 2060, discounted to the date of redemption on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis
points for the notes due 2025, the Treasury Rate plus 15 basis points for the notes due 2031, the Treasury
Rate plus 20 basis points for the notes due 2040, the Treasury Rate plus 20 basis points for the notes due
2050 and the Treasury Rate plus 25 basis points for the notes due 2060, and

(2) at any time on or after October 20, 2025 (one month prior to maturity) for the notes due 2025, at any
time on or after October 20, 2030 (three months prior to maturity) for the notes due 2031, at any time on

or after May 20, 2040 (six months prior to maturity) for the notes due 2040, at any time on or after
May 20, 2050 (six months prior to maturity) for the notes due 2050 and at any time on or after May 20,
2060 (six months prior to maturity) for the notes due 2060, at a redemption price equal to 100% of the
principal amount of the notes being redeemed,
plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the date of
redemption.
The "Treasury Rate" wil be determined on the third business day preceding the date of redemption and means, with
respect to any date of redemption:

(1) the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release published by the Board of Governors of the
Federal Reserve System designated as "Statistical Release H. 15" or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes yields

on actively traded United States 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 Remaining Life, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue wil be determined and the Treasury Rate
wil be interpolated or extrapolated from those yields on a straight-line basis, rounding to the nearest
month), or

(2) if that release (or any successor release) is not published during the week preceding the calculation date
or does not contain those yields, the rate per annum equal to the semiannual 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 the date of
redemption.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment
Banker as having a maturity comparable to the remaining term, referred to as the remaining life, of the series of notes
being redeemed 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 such series of notes to
the applicable par cal date.
"Comparable Treasury Price" means (1) the average of three Reference Treasury Dealer Quotations for that date of
redemption, or (2) if the Independent Investment Banker is unable to obtain three Reference Treasury Dealer Quotations,
the average of al quotations obtained.
"Independent Investment Banker" means an independent investment banking or commercial banking institution of
national standing appointed by us.

S-3

Table of Contents
"Reference Treasury Dealer" means (1) any independent investment banking or commercial banking institution of
national standing and any of its successors appointed by us, provided, however, that if any of the foregoing shal cease
to be a primary U.S. Government securities dealer in the United States, referred to as a Primary Treasury Dealer, we shal
substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the
Independent Investment Banker and approved in writing by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any date of
redemption, 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 3:30 p.m., New York City time, on the third business day preceding the date of
redemption.
In addition, we may at any time purchase al or part of the notes due 2025, the notes due 2031, the notes due 2040,
the notes due 2050 and the notes due 2060 by tender, in the open market or by private agreement, subject to applicable
law.
Additional Information
See "Description of the Debt Securities" in the accompanying prospectus for additional important information about
the notes. That information includes:

· additional information about the terms of the notes;

· general information about the indenture and the trustee;

· a description of certain restrictions; and

· a description of events of default under the indenture.

S-4

Table of Contents
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The fol owing is a discussion of certain U.S. federal income tax considerations relating to the purchase, ownership
and disposition of the notes by U.S. Holders and Non-U.S. Holders (each as defined below) that purchase the notes at
their issue price (general y the first price at which a substantial amount of the notes of the applicable series is sold,
excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters,
placement agents or wholesalers) pursuant to this offering and hold such notes as capital assets. This discussion is based
on the U.S. Internal Revenue Code of 1986, as amended (the "Code"), U.S. Treasury regulations promulgated or proposed
thereunder and administrative and judicial interpretations thereof, al as in effect on the date hereof, and al of which are
subject to change, possibly with retroactive effect, or to different interpretation. This discussion does not address al of
the U.S. federal income tax considerations that may be relevant to specific Holders (as defined below) in light of their
particular circumstances or to Holders subject to special treatment under U.S. federal income tax law (such as banks,
insurance companies, dealers in securities or other Holders that general y mark their securities to market for U.S. federal
income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment
trusts, certain former citizens or residents of the United States, Holders that hold a note as part of a straddle, hedge,
conversion or other integrated transaction, U.S. Holders that have a "functional currency" other than the U.S. dol ar, or
partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes)). This
discussion does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal estate, gift,
alternative minimum tax or Medicare tax on net investment income considerations.
As used in this discussion, the term "U.S. Holder" means a beneficial owner of a note that, for U.S. federal income
tax purposes, is (i) an individual who is a citizen or resident of the United States, (i ) a corporation created or organized in
or under the laws of the United States, any state thereof or the District of Columbia, (i i) an estate the income of which is
subject to U.S. federal income tax regardless of its source or (iv) a trust with respect to which a court within the United
States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to
control al of its substantial decisions or that has in effect a valid election under applicable U.S. Treasury regulations to be
treated as a U.S. person.
As used in this discussion, the term "Non-U.S. Holder" means a beneficial owner of a note that is neither a U.S.
Holder nor a partnership for U.S. federal income tax purposes, and the term "Holder" means a U.S. Holder or a Non-U.S.
Holder.
If an entity treated as a partnership for U.S. federal income tax purposes invests in a note, the U.S. federal income
tax considerations relating to such investment wil depend in part upon the status and activities of such entity and the
particular partner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax
considerations applicable to it and its partners relating to the purchase, ownership and disposition of a note.
EACH PERSON CONSIDERING AN INVESTMENT IN THE NOTES SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING
THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS RELATING TO
THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES.
U.S. Holders
Book/Tax Conformity
U.S. Holders that use an accrual method of accounting for tax purposes ("accrual method holders") general y are
required to include certain amounts in income no later than the time such amounts are reflected on
certain financial statements (the "book/tax conformity rule"). The application of the book/tax conformity rule thus may
require the accrual of income earlier than would be the case under the general tax rules described below. It is not
entirely clear to what types of income the book/tax conformity rule applies, or, in some cases,

S-5

Table of Contents
how the rule is to be applied if it is applicable. However, proposed regulations general y would exclude, among other
items, original issue discount and market discount (in either case, whether or not de minimis) from the applicability of
the book/tax conformity rule. Although the proposed regulations general y wil not be effective until taxable years
beginning after the date on which they are issued in final form, taxpayers general y are permitted to elect to rely on their
provisions currently. Accrual method holders should consult with their tax advisors regarding the potential applicability of
the book/tax conformity rule to their particular situation.
Interest on the Notes
In general, interest payable on a note wil be taxable to a U.S. Holder as ordinary interest income when it is received
or accrued, in accordance with such U.S. Holder's regular method of accounting for U.S. federal income tax purposes. The
notes are expected to be issued without original issue discount ("OID") for U.S. federal income tax purposes. However, if
the notes of any series are issued with OID at or above a de minimis threshold, each U.S. Holder of a note of such series
general y wil be required to include OID in gross income (as interest) as it accrues, before such U.S. Holder receives any
payment attributable to such income. The amount of OID accrual would be determined, regardless of such U.S. Holder's
regular method of accounting for U.S. federal income tax purposes, using a constant yield method. The remainder of this
discussion assumes that the notes are issued without OID.
Sale, Exchange, Retirement or Other Disposition of the Notes
Upon the sale, exchange, retirement or other disposition of a note, a U.S. Holder general y wil recognize gain or
loss, if any, in an amount equal to the difference between the amount realized on such sale, exchange, retirement or
other disposition (other than any amount attributable to accrued interest, which, if not previously included in such U.S.
Holder's income, wil be taxable as interest income to such U.S. Holder) and such U.S. Holder's "adjusted tax basis" in
such note. A U.S. Holder's adjusted tax basis in a note general y wil be equal to the amount that the U.S. Holder paid for
the note. Any gain or loss so recognized general y wil be capital gain or loss and wil be long-term capital gain or loss if
such U.S. Holder has held such note for more than one year at the time of such sale, exchange, retirement or other
disposition. Net long-term capital gain of certain non-corporate U.S. Holders general y is subject to preferential rates of
tax. The deductibility of capital losses is subject to limitations.
Information Reporting and Backup Withholding
Information reporting general y wil apply to payments to a U.S. Holder of interest on, or proceeds from the sale,
exchange, retirement or other disposition of, a note, unless such U.S. Holder is an entity that is exempt from information
reporting and, when required, demonstrates this fact. Any such payment to a U.S. Holder that is subject to information
reporting general y wil also be subject to backup withholding, unless such U.S. Holder provides the appropriate
documentation (general y, Internal Revenue Service ("IRS") Form W-9) to the applicable withholding agent certifying that,
among other things, its taxpayer identification number (which for an individual would be his or her Social Security
number) is correct, or otherwise establishes an exemption.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules general y wil
be al owed as a refund or a credit against a U.S. Holder's U.S. federal income tax liability if the required information is
furnished by such U.S. Holder on a timely basis to the IRS.
Non-U.S. Holders
General
Subject to the discussion below concerning backup withholding and FATCA:
(1) payments of principal, interest and premium (if any) with respect to a note owned by a Non-U.S. Holder
general y wil not be subject to U.S. federal income tax, including withholding tax; provided that, in the

S-6