Bond VeriCom 1.35% ( US92343VCE20 ) in USD

VeriCom

100 % ⇌

United States

US92343VCE20 ( in USD )

1.35% per year ( payment 2 times a year)

09/06/2017 - Bond has expired

Prospectus brochure of the bond Verizon Communications US92343VCE20 in USD 1.35%, expired

2 000 USD

2 000 000 000 USD

92343VCE2

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

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 VeriCom ( United States ) , in USD, with the ISIN code US92343VCE20, pays a coupon of 1.35% per year.
The coupons are paid 2 times per year and the Bond maturity is 09/06/2017

The Bond issued by VeriCom ( United States ) , in USD, with the ISIN code US92343VCE20, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by VeriCom ( United States ) , in USD, with the ISIN code US92343VCE20, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
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424B2 1 d737349d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-190954
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Title of each class of
Amount
Maximum Offering Maximum Aggregate
Amount of
securities to be registered

to be Registered
Price per unit

Offering Price
Registration Fee(1)

US$

US$

US$

US$
$1,300,000,000 Floating Rate Notes due 2017
1,300,000,000
100%
1,300,000,000 167,440.00
$2,000,000,000 1.35% Notes due 2017
2,000,000,000 99.95%

1,999,000,000
257,471.20

(1) Calculated in accordance with Rule 457(r) of the US Securities Act of 1933, as amended.
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Prospectus Supplement
(To Prospectus Dated June 4, 2014)

$1,300,000,000 Floating Rate Notes due 2017
$2,000,000,000 1.35% Notes due 2017

We are offering $1,300,000,000 of our floating rate notes due 2017 (the "floating rate notes") and $2,000,000,000 of our
notes due 2017 (the "fixed rate notes" and, together with the floating rate notes, the "notes"). The floating rate notes will bear interest
at a rate equal to LIBOR plus 0.40%, which rate will be reset quarterly. The fixed rate notes will bear interest at the rate of 1.35%
per year.
Interest on the floating rate notes is payable quarterly on March 9, June 9, September 9 and December 9 of each year,
beginning on September 9, 2014. Interest on the fixed rate notes is payable on June 9 and December 9 of each year, beginning on
December 9, 2014. The notes will mature on June 9, 2017. We may not redeem the floating rate notes prior to maturity. We may
redeem the fixed rate notes, in whole or in part, at any time prior to maturity at a redemption price to be determined using the
procedure described in this prospectus supplement under "Description of the Notes--Redemption."
The notes will be our senior unsecured obligations and will rank equally with all of our unsecured and unsubordinated
indebtedness.

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

Floating
Fixed

rate notes
Total

rate notes
Total

Public Offering Price (1)
100.00% $1,300,000,000 99.95% $1,999,000,000
Underwriting Discount

0.25% $
3,250,000
0.25% $
5,000,000
Proceeds to Verizon
Communications Inc. (before
expenses)
99.75% $1,296,750,000 99.70% $1,994,000,000

(1) Plus accrued interest, if any, from June 11, 2014 to the date of delivery.

The underwriters are severally 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 and its participants, including Euroclear, S.A./N.V., as
operator of the Euroclear System, and Clearstream Banking, société anonyme, against payment in New York, New York on or about
June 11, 2014.

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Joint Book-Running Managers

Co-Managers

Blaylock Beal Van, LLC

CastleOak Securities, L.P.
Drexel Hamilton

Siebert Capital Markets
June 4, 2014
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TABLE OF CONTENTS

Page

PROSPECTUS SUPPLEMENT

About this Prospectus Supplement
S-i
Use of Proceeds
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Description of the Notes
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U.S. Federal Income Tax Considerations
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Underwriting; Conflicts of Interest
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PROSPECTUS

About This Prospectus
1
Where You Can Find More Information
2
Disclosure Regarding Forward-Looking Statements
2
Verizon Communications
3
Ratios of Earnings to Fixed Charges
3
Use of Proceeds
3
Description of Capital Stock
3
Description of the Debt Securities
4
Clearing and Settlement
8
Experts
10
Legal Matters
11
Plan of Distribution
11
ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the prospectus that follows carefully 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 prospectus contains information about our debt securities
generally. This prospectus supplement may add, update or change information in the prospectus. You should rely only on the
information provided or incorporated by reference in this prospectus supplement and the prospectus. The information in this
prospectus supplement is accurate as of June 4, 2014. 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
shall control. If any statement in this prospectus supplement conflicts with any statement in a document which 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.

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USE OF PROCEEDS
We intend to use the net proceeds from the sale of the notes primarily to repay some or all of the borrowings under the
three-year tranche (the "3-year loans") of our term loan credit agreement, dated October 1, 2013 (the "term loan credit agreement"),
among us, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and for general corporate purposes.
The 3-year loans have a maturity date of February 21, 2017, and bear interest at a rate equal to, at our option, (i) the base
rate or (ii) the eurodollar rate (each as defined in the term loan credit agreement), in each case plus a margin to be determined by
reference to our credit ratings. The interest rate on the 3-year loans resets periodically, and the current interest rate is 1.52275%.
The proceeds from the 3-year loans were used to finance, in part, our acquisition from Vodafone Group Plc of its 45%
indirect ownership interest in Cellco Partnership d/b/a Verizon Wireless.
DESCRIPTION OF THE NOTES
Principal Amount, Maturity and Interest for the Floating Rate Notes
We are offering $1,300,000,000 of our floating rate notes which will mature on June 9, 2017.
We will pay interest on the floating rate notes at a rate per annum equal to LIBOR plus 0.40%, which rate will be reset
quarterly as described below. We will pay interest on the floating rate notes quarterly in arrears on each March 9, June 9,
September 9 and December 9, beginning September 9, 2014, each an "interest payment date."
If any interest payment date falls on a day that is not a business day, as defined below, we will make the interest payment on
the next succeeding business day unless that business day is in the next succeeding calendar month, in which case (other than in the
case of the interest payment date on the maturity date) we will make the interest payment on the immediately preceding business day.
Interest on the floating rate notes will be computed on the basis of a 360-day year and the actual number of days elapsed.
Interest on the floating rate notes will accrue from, and including, June 11, 2014, to, but excluding, the first interest payment
date and then from, and including, the immediately preceding interest payment date to which interest has been paid or duly provided
for to, but excluding, the next interest payment date or the maturity date, as the case may be. We refer to each of these periods as an
"interest period." The amount of accrued interest that we will pay for any interest period can be calculated by multiplying the face
amount of the floating rate notes by an accrued interest factor. This accrued interest factor is computed by adding the interest factor
calculated for each day from June 11, 2014, or from the last interest payment date to which interest has been paid or duly provided
for, to the date for which accrued interest is being calculated. The interest factor for each day is computed by dividing the interest rate
applicable to that day by 360. If the maturity date of the floating rate notes falls on a day that is not a business day, we will pay
principal and interest on the next succeeding business day, but we will consider that payment as being made on the date that the
payment was due. Accordingly, no interest will accrue on the payment for the period from and after the maturity date to the date we
make the payment on the next succeeding business day. Interest on the floating rate notes on any interest payment date, subject to
certain exceptions, will be paid to the person in whose name the floating rate notes are registered at the close of business on
February 23, May 23, August 23 and November 23, as applicable, whether or not a business day, immediately preceding the interest
payment date. However, interest that we pay on the maturity date will be payable to the person to whom the principal will be payable.
When we use the term "business day" with respect to the floating rate notes, we mean any day, other than a Saturday or a
Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized

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or required by law, regulation or executive order to close in The City of New York; provided that such day is also a London business
day. "London business day" means any day on which commercial banks are open for business, including dealings in U.S. dollars, in
London.
The interest rate on the floating rate notes will be calculated by the calculation agent, which will be an independent
investment banking or commercial banking institution of international standing appointed by us, and will be equal to LIBOR plus
0.40%, except that the interest rate in effect for the period from June 11, 2014 to but excluding September 9, 2014, the initial interest
reset date, as defined below, will be established by us as the rate for deposits in U.S. dollars having a maturity of three months
commencing June 11, 2014 that appears on the Designated LIBOR Page, as defined below, as of 11:00 a.m., London time, on June 9,
2014, plus 0.40%. The calculation agent will reset the interest rate on each interest payment date, each of which we refer to as an
"interest reset date." The second London business day preceding an interest reset date will be the "interest determination date" for
that interest reset date. The interest rate in effect on each day that is not an interest reset date will be the interest rate determined as of
the interest determination date pertaining to the immediately preceding interest reset date, except that the interest rate in effect for the
period from and including June 11, 2014 to but excluding the initial interest reset date will be the initial interest rate. The interest rate
in effect on any day that is an interest reset date will be the interest rate determined as of the interest determination date pertaining to
that interest reset date.
"LIBOR" will be determined by the calculation agent in accordance with the following provisions:

(1)
With respect to any interest determination date, LIBOR will be the rate for deposits in U.S. dollars having a
maturity of three months commencing on the first day of the applicable interest period that appears on the

Designated LIBOR Page as of 11:00 a.m., London time, on that interest determination date. If no such rate
appears, then LIBOR, in respect to that interest determination date, will be determined in accordance with the
provisions described in (2) below.

(2)
With respect to an interest determination date on which no rate appears on the Designated LIBOR Page, as
specified in (1) above, the calculation agent will request the principal London offices of each of four major
reference banks in the London interbank market, as selected by the calculation agent, to provide the calculation
agent with its offered quotation for deposits in U.S. dollars for the period of three months, commencing on the
first day of the applicable interest period, to prime banks in the London interbank market at approximately 11:00
a.m., London time, on that interest determination date and in a principal amount that is representative for a single
transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then LIBOR on that

interest determination date will be the arithmetic mean of those quotations. If fewer than two quotations are
provided, then LIBOR on the interest determination date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., in The City of New York, on the interest determination date by three major banks in
The City of New York selected by the calculation agent for loans in U.S. dollars to leading European banks,
having a three-month maturity and in a principal amount that is representative for a single transaction in
U.S. dollars in that market at that time; provided, however, that if the banks selected by the calculation agent are
not providing quotations in the manner described in this sentence, LIBOR determined as of that interest
determination date will be LIBOR in effect on that interest determination date.
"The Designated LIBOR Page" means the Reuters screen "LIBOR01" page, or any successor page on Reuters selected by us
with the consent of the calculation agent, or if we determine that no such successor page shall exist on Reuters, an equivalent page on
any successor service selected by us with the consent of the calculation agent.
We may issue additional floating rate notes in the future.

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Principal Amount, Maturity and Interest for the Fixed Rate Notes
We are offering $2,000,000,000 of our fixed rate notes which will mature on June 9, 2017.
We will pay interest on the fixed rate notes at the rate of 1.35% per annum on June 9 of each year to holders of record on the
preceding May 25 and on December 9 of each year to holders of record on the preceding November 25. 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 will make
the payment on the next business day, and no interest will accrue as a result of the delay in payment. The first interest payment date on
the fixed rate notes is December 9, 2014. Interest on the fixed rate notes will accrue from June 11, 2014, and will accrue on the basis
of a 360-day year consisting of 12 months of 30 days.
We may issue additional fixed rate notes in the future.
Form and Denomination
The notes will only be issued in book-entry form, which means that the notes of each series will be represented by one or
more permanent global certificates registered in the name of The Depository Trust Company, New York, New York, commonly known
as DTC, or its nominee. You may hold interests in the notes directly through DTC, Euroclear Bank, S.A./N.V., commonly known as
Euroclear, or Clearstream Banking, société anonyme, Luxembourg, commonly known as 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" will 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 may not redeem the floating rate notes prior to maturity. However, we may at any time purchase all or some of the
floating rate notes by tender, in the open market or by private agreement, subject to applicable law.
We have the option to redeem the fixed rate notes on not less than 30 nor more than 60 days' notice, in whole or in part, at
any time prior to maturity, at a redemption price equal to the greater of:

(1)
100% of the principal amount of the fixed rate notes being redeemed, or

(2)
the sum of the present values of the remaining scheduled payments of principal and interest on the fixed rate notes
being redeemed (exclusive of interest accrued to the date of redemption), 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,
plus accrued and unpaid interest on the principal amount being redeemed to but excluding the date of redemption.
The "Treasury Rate" will 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

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the Federal Reserve System designated as "Statistical Release H. 15(519)" 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 will be determined and the Treasury Rate will 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 fixed rate notes to be 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 the fixed rate notes.
"Independent Investment Banker" means an independent investment banking or commercial banking institution of national
standing appointed by us.
"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 all quotations obtained.
"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 shall cease to be a primary U.S.
Government securities dealer in the United States, referred to as a Primary Treasury Dealer, we shall 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 all or some of the fixed rate notes 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.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following 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
(generally 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 for U.S. federal income tax purposes. 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, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive
effect, or to different interpretation. This discussion does not address all 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 generally 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. dollar, 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, (ii) a corporation created or organized in or under the
laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal
income tax regardless of its source or (iv) a trust (x) 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 all of its substantial decisions or
(y) 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 will 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.

IRS Circular 230 disclosure: To ensure compliance with Internal Revenue Service Circular 230, you are hereby notified
that: (a) any discussion of U.S. federal tax issues in this document is not intended or written by us to be relied upon, and
cannot be relied upon by Holders, for the purpose of avoiding penalties that may be imposed on Holders under the
Internal Revenue Code;(b) such discussion is written in connection with the promotion or marketing of the transactions
or matters addressed herein; and (c) each Holder should seek advice based on its particular circumstances from an
independent tax advisor.

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U.S. Holders
Interest on the Notes
In general, interest payable on a note will 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 not
expected to be issued with more than de minimis original issue discount ("OID"). However, if the notes of any series are issued with
more than de minimis OID, each U.S. Holder of a note of such series generally will be required to include OID in income (as interest)
as it accrues, regardless of its regular method of accounting for U.S. federal income tax purposes, using a constant yield method,
before such U.S. Holder receives any payment attributable to such income. The remainder of this discussion assumes that the notes are
not issued with more than de minimis 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 generally will recognize a gain or loss 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, will be taxable as interest
income to such U.S. Holder) and such U.S. Holder's "adjusted tax basis" in such note. Any gain or loss so recognized generally will
be capital gain or loss and will 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
generally is subject to preferential rates of tax. The deductibility of capital losses is subject to limitations.
Information Reporting and Backup Withholding
Information reporting generally will 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 generally will also be
subject to backup withholding, unless such U.S. Holder provides the appropriate documentation (generally, 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 generally will be
allowed 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:

(a)
payments of principal, interest and premium (if any) with respect to a note owned by a Non-U.S. Holder generally
will not be subject to U.S. federal withholding tax; provided that, in the case of amounts treated as payments of
interest, (i) such amounts are not effectively connected with the conduct of a trade or business in the United States
by such Non-U.S. Holder; (ii) such Non-U.S. Holder does not own, actually or constructively, 10% or more of the

total combined voting power of all classes of our stock entitled to vote; (iii) such Non-U.S. Holder is not a
controlled foreign corporation described in section 957(a) of the Code that is related to us through stock
ownership; (iv) such Non- U.S. Holder is not a bank whose receipt of such amounts is described in
section 881(c)(3)(A) of the Code; and (v) the certification requirements described below are satisfied; and

(b)
a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain recognized

on the sale, exchange, retirement or other disposition of a note, unless

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