Obligation VeriCom 7.875% ( US92343VEM28 ) en USD

VeriCom

117.096 % ▲

Etas-Unis

US92343VEM28 ( en USD )

7.875% par an ( paiement semestriel )

01/07/2032

Prospectus brochure de l'obligation Verizon Communications US92343VEM28 en USD 7.875%, échéance 01/07/2032

1 000 USD

122 499 000 USD

92343VEM2

N/A

Baa1 ( Qualité moyenne inférieure )

01/01/2026 ( Dans 18 jours )

Verizon Communications est une société américaine de télécommunications offrant des services sans fil, Internet haut débit fixe et télévision par câble à des clients résidentiels et commerciaux aux États-Unis et dans certains pays internationaux.

Verizon Communications (US92343VEM28, CUSIP 92343VEM2) a émis une obligation américaine d'une valeur totale de 122 499 000 USD, au taux d'intérêt de 7,875 %, échéant le 01/07/2032, négociée actuellement à 116,581 % de sa valeur nominale, avec une fréquence de paiement semestrielle, une taille minimale d'achat de 1 000 USD et une notation Moody's de Baa1.

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Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-224012

PROSPECTUS

Verizon Communications Inc.
Offer to Exchange
$106,104,000 aggregate principal amount of 6.800% Notes due 2029
for
$106,104,000 aggregate principal amount of 6.800% Notes due 2029
that have been registered under the
Securities Act of 1933, as amended (the "Securities Act")
Offer to Exchange
$122,499,000 aggregate principal amount of 7.875% Notes due 2032
for
$122,499,000 aggregate principal amount of 7.875% Notes due 2032
that have been registered under the Securities Act
The Exchange Offers will expire at
5:00 p.m., New York City time, on May 8, 2018,
unless extended with respect to any or all series.

We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange (i) up to
$106,104,000 aggregate principal amount of our outstanding 6.800% Notes due 2029 (CUSIP Nos. 92343V EJ9 and U9221A BC1) (the "Original Notes due 2029") for
a like principal amount of our 6.800% Notes due 2029 that have been registered under the Securities Act (CUSIP No. 92343V EK6) (the "Exchange Notes due 2029")
and (ii) up to $122,499,000 aggregate principal amount of our outstanding 7.875% Notes due 2032 (CUSIP Nos. 92343V EL4 and U9221A BD9) (the "Original Notes
due 2032" and, together with the Original Notes due 2029, the "Original Notes") for a like principal amount of our 7.875% Notes due 2032 that have been registered
under the Securities Act (CUSIP No. 92343V EM2) (the "Exchange Notes due 2032" and, together with the Exchange Notes due 2029, the "Exchange Notes"). We
refer to these offers as the "Exchange Offers." When we use the term "Notes" in this prospectus, the term includes the Original Notes and the Exchange Notes unless
otherwise indicated or the context otherwise requires. The terms of the Exchange Offers are summarized below and are more fully described in this prospectus.
The terms of each series of Exchange Notes are identical to the terms of the corresponding series of Original Notes, except that the transfer restrictions,
registration rights and additional interest provisions applicable to the Original Notes do not apply to the Exchange Notes.
We will accept for exchange any and all Original Notes of each series validly tendered and not validly withdrawn at any time prior to 5:00 p.m., New York City
time, on May 8, 2018, unless extended (the "expiration date").
You may withdraw tenders of Original Notes of each series at any time before 5:00 p.m., New York City time, on the applicable expiration date.
We will not receive any cash proceeds from the issuance of the Exchange Notes in the Exchange Offers. The Original Notes surrendered and exchanged for the
Exchange Notes will be retired and canceled. Accordingly, the issuance of the Exchange Notes will not result in any increase in our outstanding indebtedness.
The exchange of Original Notes of each series for the corresponding series of Exchange Notes will not be a taxable event for U.S. federal income tax purposes.
No public market currently exists for any series of Original Notes. We do not intend to list any series of the Exchange Notes on any securities exchange and,
therefore, no active public market is anticipated.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers 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 Original Notes where such Original Notes were acquired by
such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the date the registration statement, of which this
prospectus forms a part, is declared effective and ending on the close of business 90 days after such date, we will make this prospectus available to any broker-dealer
for use in connection with any such resale. See "Plan of Distribution."

See "Risk Factors" beginning on page 8 to read about important factors you should consider before tendering your Original Notes.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 10, 2018
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Table of Contents
TABLE OF CONTENTS

About This Prospectus
i
Forward-Looking Statements
i
Where You Can Find More Information
ii
Incorporation of Certain Documents by Reference
ii
Summary
1
Risk Factors
8
Use of Proceeds
11
Ratio of Earnings To Fixed Charges
12
The Exchange Offers
13
Description of the Exchange Notes
23
Clearing and Settlement
28
U.S. Federal Income Tax Considerations
31
Plan of Distribution
34
Experts
35
Legal Matters
35
ABOUT THIS PROSPECTUS
You should read this prospectus carefully before you invest. This prospectus contains important information you should consider when making your
investment decision. You should rely only on the information provided or incorporated by reference in this prospectus and the documents incorporated by
reference herein, which are accurate as of their respective dates. 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.
This prospectus incorporates important business and financial information about Verizon that is not included in or delivered with this prospectus.
This information is available without charge to security holders upon written or oral request to Verizon Investor Relations at the address and telephone
number set forth below under "Incorporation of Certain Documents by Reference." To ensure timely delivery, you should make your request to us no
later than May 1, 2018, which is five business days prior to the expiration date of the Exchange Offers.
If any statement in this prospectus 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. The information on our website is not incorporated by reference into this document.
In this prospectus, "we," "our," "us," "Verizon" and "Verizon Communications" refer to Verizon Communications Inc. and its consolidated
subsidiaries.
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference, contains both historical and forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-
looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as "will,"
"may," "should," "continue," "anticipate," "believe," "expect," "plan," "appear," "project," "estimate," "intend," or other words or phrases of similar
import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject
to risks and uncertainties which could cause actual results to differ materially from those currently anticipated. Factors that could materially affect these
forward-looking statements can be found in our periodic reports filed with the SEC.

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Potential investors and other readers are urged to consider these factors carefully in evaluating the forward- looking statements and are cautioned not
to place undue reliance on these forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date of
this prospectus, and we undertake no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. We cannot assure you that projected results or
events will be achieved.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of these documents
at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference room. Our SEC filings are also available to the public on the SEC's website at http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-4 relating to the securities covered by this prospectus. This prospectus is a part of the
registration statement and does not contain all of the information in the registration statement. Whenever a reference is made in this prospectus to a contract
or other document of ours, please be aware that the reference is only a summary and that you should refer to the exhibits that are a part of the registration
statement for a copy of the contract or other document. You may review a copy of the registration statement at the SEC's public reference room in
Washington, D.C., as well as through the SEC's website.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows 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, and information that we file later
with the SEC will automatically update and supersede this information. We incorporate by reference the following documents we have filed with the SEC,
all filings we make after the date of the initial registration statement and prior to the effectiveness of the registration statement and the future filings we
make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this prospectus until the date we consummate the
Exchange Offers (in each case excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K):

· our Annual Report on Form 10-K for the year ended December 31, 2017; and

· our Current Reports on Form 8-K filed on January 17, 2018 (as to Item 8.01 only) and March 7, 2018.
You may request a copy of these filings, at no cost, by contacting us at:
Investor Relations
Verizon Communications Inc.
One Verizon Way
Basking Ridge, New Jersey 07920
Telephone: (212) 395-1525
Internet Site: www.verizon.com/about/investors
In order to obtain timely delivery of such materials, you must request information from us no later than five business days prior to the expiration
of the relevant Exchange Offer.

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SUMMARY
This summary highlights selected information appearing elsewhere, or incorporated by reference, in this prospectus and is, therefore, qualified
in its entirety by the more detailed information appearing elsewhere, or incorporated by reference, in this prospectus. It may not contain all the
information that is important to you. We urge you to read carefully this entire prospectus and the other documents to which it refers to understand
fully the terms of the Exchange Notes and the Exchange Offers. You should pay special attention to "Risk Factors" and "Forward-Looking
Statements."
Verizon Communications
Verizon Communications is a holding company that, acting through its subsidiaries, is one of the world's leading providers of communications,
information and entertainment products and services to consumers, businesses and governmental agencies. With a presence around the world, we offer
voice, data and video services and solutions on our wireless and wireline networks that are designed to meet customers' demand for mobility, reliable
network connectivity, security and control. We have two reportable segments, Wireless and Wireline. Our wireless business, operating as Verizon
Wireless, provides wireless voice and data services and equipment sales across the United States using one of the most extensive and reliable wireless
networks. Our wireline business provides consumer, carriers, business and government customers with communications products and enhanced
services, including broadband video and data services, corporate networking solutions, security and managed network services and local and long
distance voice services. We have a highly skilled, diverse and dedicated workforce of approximately 155,400 employees as of December 31, 2017.
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We generated consolidated revenues of $126.0 billion for the year ended December 31, 2017.
Our principal executive offices are located at 1095 Avenue of the Americas, New York, New York 10036, and our telephone number is
(212) 395-1000.

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The Exchange Offers
On December 15, 2017, in connection with private exchange offers, we issued $106,104,000 aggregate principal amount of Original Notes due
2029 and $122,499,000 aggregate principal amount of Original Notes due 2032. As part of those issuances, we entered into a registration rights
agreement, dated December 15, 2017 (the "Registration Rights Agreement"), with respect to each series of Original Notes with the dealer managers
of the private exchange offers in which we agreed, among other things, to deliver this prospectus to you and use our commercially reasonable efforts
to complete an exchange offer for each series of Original Notes. Below is a summary of the Exchange Offers.

The Exchange Offers
We are offering to exchange up to $106,104,000 aggregate principal amount of the
outstanding Original Notes due 2029 and up to $122,499,000 aggregate principal amount of
the outstanding Original Notes due 2032 for like principal amounts of Exchange Notes due
2029 and Exchange Notes due 2032, respectively. You may tender Original Notes only in
denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. We will
issue each series of Exchange Notes promptly after the expiration of the applicable Exchange
Offer. In order to be exchanged, an Original Note must be validly tendered, not validly
withdrawn and accepted by us. Subject to the satisfaction or waiver of the conditions of the
Exchange Offers, all Original Notes that are validly tendered and not validly withdrawn will
be accepted by us and exchanged. As of the date of this prospectus, $106,104,000 aggregate
principal amount of Original Notes due 2029 is outstanding and $122,499,000 aggregate
principal amount of Original Notes due 2032 is outstanding. The Original Notes were issued
under our Indenture, dated as of December 1, 2000 (as amended or supplemented, the
"Indenture"), between us and U.S. Bank National Association (as successor to Wachovia
Bank, National Association, formerly known as First Union National Bank), as trustee (the
"Trustee"). If all outstanding Original Notes are validly tendered for exchange, there will be
$106,104,000 aggregate principal amount of Exchange Notes due 2029 and $122,499,000
aggregate principal amount of Exchange Notes due 2032 outstanding after the Exchange
Offers.

Purpose of the Exchange Offers
The purpose of the Exchange Offers is to satisfy our obligations under the Registration
Rights Agreement.

Expiration Date; Tenders
The Exchange Offers will expire at 5:00 p.m., New York City time, on May 8, 2018, unless
we extend the period of time during which any or all of the Exchange Offers is open. In the
event of any material change to any of the Exchange Offers, we will extend the period of
time during which the relevant Exchange Offer is open as necessary. By signing or agreeing
to be bound by the accompanying letter of transmittal, you will represent, among other
things, that:

· you are not an affiliate of ours or, if you are our affiliate, you will comply with the

registration and prospectus delivery requirements of the Securities Act to the extent
applicable in connection with the resale of the Exchange Notes;

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

· you are not participating, do not intend to participate, and have no arrangement or

understanding with anyone to participate, in the distribution (within the meaning of the
Securities Act) of the Exchange Notes;

· you are not a broker-dealer that purchased any of the Original Notes from us for resale

pursuant to Rule 144A or any other available exemption under the Securities Act; and

· if you are a broker-dealer that will receive Exchange Notes for your own account in
exchange for Original Notes that were acquired as a result of market-making activities or
other trading activities, you will deliver a prospectus (or to the extent permitted by law,

make available a prospectus to purchasers) in connection with any resale of such
Exchange Notes. For further information regarding resales of the Exchange Notes by
broker-dealers, see the discussion under the caption "Plan of Distribution."

Accrued Interest on the Exchange Notes and Original
The Exchange Notes due 2029 will bear interest from May 1, 2018, and the Exchange Notes
Notes
due 2032 will bear interest from January 1, 2018.

If your Original Notes are accepted for exchange, you will receive interest on the
corresponding Exchange Notes and not on such Original Notes. Any Original Notes not
tendered will remain outstanding and continue to accrue interest according to their terms.

Conditions to the Exchange Offers
Our obligation to accept Original Notes tendered in the Exchange Offers is subject to the
satisfaction of certain customary conditions. See "The Exchange Offers--Conditions to the
Exchange Offers."

Procedures for Tendering Original Notes
A tendering holder must, prior to 5:00 p.m., New York City time, on the applicable
expiration date:

· transmit a properly completed and duly executed letter of transmittal, including all other

documents required by the letter of transmittal, to the Exchange Agent (as defined herein)
at the address listed in this prospectus; or

· if Original Notes are tendered in accordance with the book-entry procedures described in

this prospectus, the tendering holder must transmit an agent's message (as defined herein)
to the Exchange Agent.

See "The Exchange Offers--Procedures for Tendering."

Special Procedures for Beneficial Holders
If you are a beneficial holder of Original Notes that are registered in the name of your
broker, dealer, commercial bank, trust company or

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other nominee, and you wish to tender in any of the Exchange Offers, you should promptly

contact the person in whose name your Original Notes are registered and instruct that
nominee to tender on your behalf. See "The Exchange Offers--Procedures for Tendering."

Withdrawal Rights
Tenders may be withdrawn at any time before 5:00 p.m., New York City time, on the
applicable expiration date. See "The Exchange Offers--Withdrawal Rights."

Acceptance of Original Notes and Delivery of Exchange Subject to the conditions stated in the section entitled "The Exchange Offers--Conditions to
Notes
the Exchange Offers" of this prospectus, we will accept for exchange any and all Original
Notes of each series that are validly tendered in the Exchange Offers and not validly
withdrawn before 5:00 p.m., New York City time, on the applicable expiration date. The
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corresponding Exchange Notes will be delivered promptly after the applicable expiration
date. See "The Exchange Offers--Terms of the Exchange Offers."

Absence of Dissenters' Rights of Appraisal
You do not have dissenters' rights of appraisal with respect to the Exchange Offers. See "The
Exchange Offers--Absence of Dissenters' Rights of Appraisal."

Material U.S. Federal Income Tax Considerations
Your exchange of Original Notes for Exchange Notes pursuant to any of the Exchange
Offers will not be a taxable event for U.S. federal income tax purposes. See "U.S. Federal
Income Tax Considerations."

Exchange Agent
U.S. Bank National Association is serving as the exchange agent (the "Exchange Agent") in
connection with the Exchange Offers. The address and telephone number of the Exchange
Agent are listed under the heading "The Exchange Offers--Exchange Agent."

Use of Proceeds
We will not receive any cash proceeds from the issuance of the Exchange Notes in the
Exchange Offers. The Original Notes surrendered and exchanged for the Exchange Notes
will be retired and canceled. Accordingly, issuance of the Exchange Notes will not result in
any increase in our outstanding indebtedness.

Resale of the Exchange Notes
Based on existing interpretations of the Securities Act by the SEC staff set forth in several
no-action letters to third parties and subject to the immediately following sentence, we
believe Exchange Notes issued under these Exchange Offers in exchange for Original Notes
may be offered for resale, resold and otherwise transferred by the holders thereof (other than
holders that are broker-dealers) without further compliance with the registration and
prospectus delivery provisions of the Securities Act. However, any holder of Original Notes
that is an affiliate of ours that does not comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable in connection with the resale of
the

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Exchange Notes, will not acquire the Exchange Notes in the ordinary course of its business,
or that intends to participate in the Exchange Offers for the purpose of distributing any of the
Exchange Notes, or any broker-dealer that purchased any of the Original Notes from us for
resale pursuant to Rule 144A or any other available exemption under the Securities Act,

(i) will not be able to rely on the interpretations of the SEC staff set forth in the above-
mentioned no-action letters, (ii) will not be entitled to tender its Original Notes in the
Exchange Offers and (iii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or transfer of the Original
Notes unless such sale or transfer is made pursuant to an exemption from such requirements.

Any broker-dealer that receives Exchange Notes for its own account in exchange for
Original Notes that were acquired as a result of market-making activities or other trading

activities, must deliver a prospectus (or to the extent permitted by law, make a prospectus
available to purchasers) in connection with any resale of such Exchange Notes. See "Plan of
Distribution."

Consequences of Not Exchanging Original Notes
If you do not exchange your Original Notes in the Exchange Offers, you will continue to be
subject to the restrictions on transfer described in the legend on your Original Notes. In
general, you may offer or sell your Original Notes only:

· if they are registered under the Securities Act and applicable state securities laws;

· if they are offered or sold under an exemption from registration under the Securities Act

and applicable state securities laws; or

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· if they are offered or sold in a transaction not subject to the Securities Act and applicable

state securities laws.

Although your Original Notes will continue to accrue interest, they will generally retain no
rights under the Registration Rights Agreement. We currently do not intend to register any
series of Original Notes under the Securities Act. Under some circumstances, holders of the
Original Notes, including holders that are not permitted to participate in the Exchange Offers
or that may not freely sell Exchange Notes received in the Exchange Offers, may require us

to file, and to cause to become effective, a shelf registration statement covering resales of
Original Notes by these holders. For more information regarding the consequences of not
tendering your Original Notes and our obligations to file a shelf registration statement, see
"The Exchange Offers--Consequences of Exchanging or Failing to Exchange the Original
Notes" and "The Exchange Offers--Registration Rights."

Risk Factors
For a discussion of risk factors you should consider carefully before deciding to participate
in the Exchange Offers, see "Risk Factors" beginning on page 8 of this prospectus.

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The Exchange Notes

Issuer
Verizon Communications Inc.

Securities Offered
Up to $106,104,000 aggregate principal amount of Exchange Notes due 2029 and up to
$122,499,000 aggregate principal amount of Exchange Notes due 2032.

The terms of each series of Exchange Notes are identical to the terms of the corresponding

series of Original Notes, except that the transfer restrictions, registration rights and additional
interest provisions applicable to the Original Notes do not apply to the Exchange Notes.

Maturity Dates
Exchange Notes due 2029: May 1, 2029
Exchange Notes due 2032: July 1, 2032

Interest Rates
Exchange Notes due 2029: 6.800% per annum
Exchange Notes due 2032: 7.875% per annum

The Exchange Notes due 2029 will bear interest from May 1, 2018, and the Exchange Notes

due 2032 will bear interest from January 1, 2018.

Interest Payment Dates
Exchange Notes due 2029: May 1 and November 1 of each year, commencing on
November 1, 2018.

Exchange Notes due 2032: January 1 and July 1 of each year, commencing on July 1, 2018.

Optional Redemption
We may redeem any series of the Exchange Notes at our option, 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 under "Description of the Exchange Notes--
Redemption."

Ranking
Each series of Exchange Notes will be unsecured and will rank equally with all of our senior
unsecured debt.

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Book Entry; Form and Denominations
Each series of Exchange Notes will be represented by one or more fully registered global
notes, which we refer to as the "Global Notes." The Global Notes will be registered in the
name of Cede & Co. as nominee for The Depository Trust Company ("DTC"). Beneficial
interests in the Exchange Notes will be represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct and indirect participants in DTC.
Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as operator of the
Euroclear System, will hold interests on behalf of their participants through their respective
U.S. depositaries, which in turn will hold such interests in accounts as participants of DTC.
Except in limited circumstances described in this prospectus, owners of beneficial interests in
the Exchange Notes will not be entitled to have

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Exchange Notes registered in their names, will not receive or be entitled to receive Exchange
Notes in definitive form and will not be considered holders of Exchange Notes under the

Indenture. The Exchange Notes will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 in excess of $2,000.

No Public Market
The Exchange Notes will be new securities for which there is currently no market. A market
for any or all series of Exchange Notes may not develop, or if a market does develop, it may
not provide adequate liquidity.

Governing Law
The Indenture is, and the Exchange Notes will be, governed by the laws of the State of New
York.

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RISK FACTORS
An investment in the Exchange Notes involves risks. Before making a decision whether to participate in the Exchange Offers, you should carefully
consider the risks and uncertainties described in this prospectus, including the risk factors set forth in the documents and reports filed with the SEC that
are incorporated by reference herein. Our business, financial condition, operating results and cash flows can be impacted by these factors, any one of
which could cause our actual results to vary materially from recent results or from our anticipated future results.
Uncertainty as to the trading market for Original Notes not exchanged
To the extent valid tenders of Original Notes for exchange in the Exchange Offers are accepted by us and the Exchange Offers are completed, the
trading market for the Original Notes that remain outstanding following such completion may be significantly more limited. The remaining Original Notes
may command a lower price than a comparable issue of securities with greater market liquidity. A reduced market value and reduced liquidity may also
make the trading price of the remaining Original Notes more volatile. As a result, the market price for the Original Notes that remain outstanding after the
completion of the Exchange Offers may be adversely affected. Neither we nor the Exchange Agent has any duty to make a market in any remaining
Original Notes.
Uncertainty as to the trading market for the Exchange Notes
We cannot make any assurance as to:

· the development of an active trading market for the Exchange Notes;

· the liquidity of any trading market that may develop for the Exchange Notes;

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· the ability of holders to sell their Exchange Notes; or

· the price at which the holders would be able to sell their Exchange Notes.
We do not intend to apply for listing of the Exchange Notes on any securities exchange or for quotation through any automated dealer quotation
system. Any trading market that may develop for the Exchange Notes may be adversely affected by changes in the overall market for investment grade
securities, changes in our financial performance or prospects, a change in our credit rating, the prospects for companies in our industry generally, any
acquisitions or business combinations proposed or consummated by us, the interest of securities dealers in making a market for the Exchange Notes and
prevailing interest rates, financial markets and general economic conditions. A market for the Exchange Notes may be subject to volatility.
Resale of the Original Notes is restricted
Each series of Exchange Notes will be issued pursuant to a registration statement filed with the SEC of which this prospectus forms a part. We have
not registered the Original Notes under the Securities Act or for public offerings outside the United States. Consequently, the Original Notes may not be
offered or sold in the United States, unless they are registered under the Securities Act, transferred pursuant to an exemption from registration under the
Securities Act and applicable state securities laws or transferred in a transaction not subject to the Securities Act and applicable state securities laws. As a
result, holders of Original Notes who do not participate in the Exchange Offers will face restrictions on the resale of their Original Notes, and such holders
may not be able to sell their Original Notes at the time they wish or at prices acceptable to them. In addition, we do not anticipate that we will register the
Original Notes under the Securities Act and, if you are eligible to exchange your Original Notes in the Exchange Offers and do not exchange your Original
Notes in the Exchange Offers, you will no longer be entitled to have those Original Notes registered under the Securities Act.

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Treatment of the Original Notes not exchanged
Original Notes not exchanged in the Exchange Offers will remain outstanding. The terms and conditions governing the Original Notes will remain
unchanged. No amendments to these terms and conditions are being sought.
From time to time after the expiration date, we or our affiliates may acquire Original Notes that are not exchanged in the Exchange Offers through
open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as
we or our affiliates may determine or as may be provided for in the documents governing the Original Notes (which may be on terms more or less
favorable from those contemplated in the Exchange Offers and, in either case, could be for cash or other consideration).
Responsibility for complying with the procedures of the Exchange Offers
Holders of Original Notes are responsible for complying with all of the procedures for tendering Original Notes for exchange in a timely manner.
Therefore, holders of Original Notes that wish to exchange them for Exchange Notes should allow sufficient time for timely completion of the exchange
procedures. If the exchange procedures are not strictly complied with, the letter of transmittal or the agent's message, as the case may be, may be rejected.
Neither we nor the Exchange Agent assumes any responsibility for informing any holder of Original Notes of irregularities with respect to such holder's
participation in the Exchange Offers.
Consummation of the Exchange Offers may not occur
The Exchange Offers are subject to the satisfaction of certain conditions. See "The Exchange Offers--Conditions to the Exchange Offers." Even if
the Exchange Offers are completed, they may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the
Exchange Offers may have to wait longer than expected to receive their Exchange Notes, during which time such holders will not be able to effect
transfers of their Original Notes tendered in the Exchange Offers.
Completion, termination, waiver and amendment
Until we announce whether we have accepted valid tenders of Original Notes for exchange pursuant to the Exchange Offers, no assurance can be
given that the Exchange Offers will be completed. In addition, subject to applicable law and as provided in this prospectus, we may, in our sole discretion,
extend, re-open, amend, waive any condition of or terminate any or all of the Exchange Offers at any time before our announcement of whether we will
accept valid tenders of Original Notes for exchange pursuant to the Exchange Offers, which we expect to make as soon as reasonably practicable after the
applicable expiration date.
Responsibility to consult advisers
Holders should consult their own tax, accounting, financial and legal advisers regarding the suitability to themselves of the tax or accounting
consequences of participating in the Exchange Offers and an investment in the Exchange Notes.
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Neither we nor the Exchange Agent, nor our or its directors, employees or affiliates, is acting for any holder of Original Notes or will be responsible
to any holder of Original Notes for providing advice in relation to the Exchange Offers, and accordingly neither we nor the Exchange Agent, nor our or its
directors, employees and affiliates, makes any recommendation whatsoever regarding the Exchange Offers or any recommendation as to whether you
should tender your Original Notes for exchange pursuant to the Exchange Offers.

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Registration and prospectus delivery requirements of the Securities Act
If you exchange your Original Notes in the Exchange Offers for the purpose of participating in a distribution of the Exchange Notes, you may be
deemed to have received restricted securities and, if so, you will be required to comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. In addition, a broker-dealer that purchased Original Notes for its own account as part of market-
making activities or trading activities must deliver a prospectus when it sells the Exchange Notes it receives in exchange for Original Notes in the
Exchange Offers. Our obligation to keep the registration statement of which this prospectus forms a part effective is limited. Accordingly, we cannot
guarantee that a current prospectus will be available at all times to broker-dealers wishing to resell their Exchange Notes.

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USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the Exchange Notes in the Exchange Offers. The Original Notes surrendered and
exchanged for the Exchange Notes will be retired and canceled.

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RATIO OF EARNINGS TO FIXED CHARGES
The following table shows our ratios of earnings to fixed charges for the periods indicated:

Year Ended December 31,
2017

2016

2015

2014

2013
4.04

4.28

5.27

3.15

7.69
We classify interest expense recognized on uncertain tax positions as income tax expense and therefore such interest expense is not included in the
ratio of earnings to fixed charges.

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THE EXCHANGE OFFERS
Purpose of the Exchange Offers
When we completed the issuance of the Original Notes in connection with private exchange offers on December 15, 2017, we entered into the
Registration Rights Agreement with the dealer managers of the private exchange offers. Under the Registration Rights Agreement, we agreed to file a
registration statement with the SEC relating to the Exchange Offers within 120 days of the settlement date of each series of Original Notes. We also agreed
to use our commercially reasonable efforts to (i) cause the registration statement to become effective with the SEC within 210 days of the settlement date
of each series of Original Notes and (ii) complete the Exchange Offers within 250 days of the settlement date of each series of Original Notes. The
Registration Rights Agreement provides that we will be required to pay additional interest to the holders of the Original Notes of the applicable series if we
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Document Outline

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