Obligation VeriCom 4.329% ( US92343VER15 ) en USD

VeriCom

100 % ▲

Etas-Unis

US92343VER15 ( en USD )

4.329% par an ( paiement semestriel )

21/09/2028

Prospectus brochure de l'obligation Verizon Communications US92343VER15 en USD 4.329%, échéance 21/09/2028

2 000 USD

4 230 411 000 USD

92343VER1

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

21/09/2025 ( Dans 142 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.

L'Obligation émise par VeriCom ( Etas-Unis ) , en USD, avec le code ISIN US92343VER15, paye un coupon de 4.329% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/09/2028

L'Obligation émise par VeriCom ( Etas-Unis ) , en USD, avec le code ISIN US92343VER15, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par VeriCom ( Etas-Unis ) , en USD, avec le code ISIN US92343VER15, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-227208
PROSPECTUS

Verizon Communications Inc.
Offer to Exchange
$4,251,527,000 aggregate principal amount of 4.329% Notes due 2028
for
$4,251,527,000 aggregate principal amount of 4.329% Notes due 2028
that have been registered under the
Securities Act of 1933, as amended (the "Securities Act")
The Exchange Offer will expire at 5:00 p.m.,
New York City time, on October 22, 2018, unless extended.

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 $4,251,527,000 aggregate principal amount of our outstanding 4.329% Notes due 2028 (CUSIP Nos. 92343V EQ3 and U9221A BK3) (the
"Original Notes") for a like principal amount of our 4.329% Notes due 2028 that have been registered under the Securities Act (CUSIP No. 92343V ER1)
(the "Exchange Notes"). We refer to this offer as the "Exchange Offer." 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 Offer are summarized below and
are more fully described in this prospectus.
The terms of the Exchange Notes are identical to the terms of the 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 validly tendered and not validly withdrawn at any time prior to 5:00 p.m., New York City
time, on October 22, 2018, unless extended (the "expiration date").
You may withdraw tenders of Original Notes at any time before 5:00 p.m., New York City time, on the expiration date.
We will not receive any cash proceeds from the issuance of the Exchange Notes in the Exchange Offer. 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 for Exchange Notes will not be a taxable event for U.S. federal income tax purposes.
No public market currently exists for the Original Notes. We do not intend to list 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 Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus,
a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for 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 7 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 September 21, 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
7
Use of Proceeds
10
The Exchange Offer
11
Description of the Exchange Notes
20
Clearing and Settlement
25
U.S. Federal Income Tax Considerations
28
Plan of Distribution
31
Experts
32
Legal Matters
32
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 October 15, 2018, which is five business days prior to the expiration date of the Exchange Offer.
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. 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.
WHERE YOU CAN FIND MORE INFORMATION
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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. The SEC maintains an Internet website that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. Our SEC filings are 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
prospectus until the date we consummate the Exchange Offer (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;

· our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018; and

· our Current Reports on Form 8-K filed on January 17, 2018 (as to Item 8.01 only), March 7, 2018, May 1, 2018, May 8, 2018, June 8, 2018,

June 11, 2018, June 15, 2018 and September 6, 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 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 Offer. 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 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 segment, doing business as Verizon Wireless, provides
communications products and services across one of the most extensive wireless networks in the United States. Our wireline segment provides
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communications products and enhanced services, including video and data services, corporate networking solutions, security and managed network
services and local and long distance voice services to consumers in the United States, as well as to carriers, businesses and government customers
both in the United States and around the world. We have a highly skilled, diverse and dedicated workforce of approximately 153,100 employees as of
June 30, 2018. 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.
Ratio of Earnings to Fixed Charges
The following table shows our ratios of earnings to fixed charges for the periods indicated:

Six Months Ended

Year Ended December 31,
June 30, 2018

2017

2016

2015

2014

2013
4.34

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 ratios of earnings to fixed charges.

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The Exchange Offer
On June 21, 2018, in connection with private exchange offers, we issued $4,251,527,000 aggregate principal amount of Original Notes. As part
of those issuances, we entered into a registration rights agreement, dated June 21, 2018 (the "Registration Rights Agreement"), with respect to the
Original Notes with the dealer managers for 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 the Original Notes. Below is a summary of the Exchange Offer.

The Exchange Offer
We are offering to exchange up to $4,251,527,000 aggregate principal amount of outstanding
Original Notes for a like principal amount of Exchange Notes. 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 the Exchange Notes promptly after the expiration of the 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 Offer, 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, $4,251,527,000 aggregate
principal amount of Original Notes 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 $4,251,527,000
aggregate principal amount of Exchange Notes outstanding after the Exchange Offer.

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

Expiration Date; Tenders
The Exchange Offer will expire at 5:00 p.m., New York City time, on October 22, 2018,
unless we extend the period of time during which the Exchange Offer is open. In the event of
any material change to the Exchange Offer, we will extend the period of time during which
the 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

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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 or any of our

affiliates 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 will bear interest from June 21, 2018.
Notes

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

Procedures for Tendering Original Notes
A tendering holder must, prior to 5:00 p.m., New York City time, on the 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 Offer--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 other nominee, and you wish to tender in
the Exchange Offer, 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
Offer--Procedures for Tendering."

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

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

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

Material U.S. Federal Income Tax Considerations
Your exchange of Original Notes for Exchange Notes pursuant to the Exchange Offer 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 Offer. The address and telephone number of the Exchange
Agent are listed under the heading "The Exchange Offer--Exchange Agent."

Use of Proceeds
We will not receive any cash proceeds from the issuance of the Exchange Notes in the
Exchange Offer. 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 the Exchange Offer 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 Exchange Notes, that will not acquire the Exchange Notes in the ordinary course of its
business, or that intends to participate in the Exchange Offer for the purpose of distributing
any of the Exchange Notes, or any broker-dealer that purchased any of the Original Notes
from us or any of our

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affiliates 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 Offer 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 Offer, you will continue to be
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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

· 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 the
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 Offer or that
may not freely sell Exchange Notes received in the Exchange Offer, 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 Offer--Consequences of Exchanging or Failing to Exchange the Original Notes"
and "The Exchange Offer--Registration Rights."

Risk Factors
For a discussion of risk factors you should consider carefully before deciding to participate
in the Exchange Offer, see "Risk Factors" beginning on page 7 of this prospectus.

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The Exchange Notes

Issuer
Verizon Communications Inc.

Securities Offered
Up to $4,251,527,000 aggregate principal amount of Exchange Notes.

The terms of the Exchange Notes are identical to the terms of the 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 Date
September 21, 2028

Interest Rate
4.329% per annum

The Exchange Notes will bear interest from June 21, 2018.

Interest Payment Dates
March 21 and September 21 of each year, commencing on March 21, 2019.

Optional Redemption
We may redeem the Exchange Notes at our option, in whole or in part, at any time prior to
maturity, at the redemption price to be determined using the procedure described in this
prospectus under "Description of the Exchange Notes--Redemption."

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

Book Entry; Form and Denominations
The 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
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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 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 the 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 Offer, 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 Offer are accepted by us and the Exchange Offer is 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 Offer 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;

· 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
The Exchange Notes will be issued pursuant to a registration statement filed with the SEC of which this prospectus forms a part. We have not
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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 Offer 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 Offer and do not exchange your Original
Notes in the Exchange Offer, 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 Offer 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 Offer 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 Offer and, in either case, could be for cash or other consideration).
Responsibility for complying with the procedures of the Exchange Offer
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 Offer.
Consummation of the Exchange Offer may not occur
The Exchange Offer is subject to the satisfaction of certain conditions. See "The Exchange Offer--Conditions to the Exchange Offer." Even if the
Exchange Offer is completed, it may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the Exchange
Offer 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 Offer.
Completion, termination, waiver and amendment
Until we announce whether we have accepted valid tenders of Original Notes for exchange pursuant to the Exchange Offer, no assurance can be
given that the Exchange Offer 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 the Exchange Offer at any time before our announcement of whether we will accept valid
tenders of Original Notes for exchange pursuant to the Exchange Offer, which we expect to make as soon as reasonably practicable after the 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 Offer and an investment in the Exchange Notes.
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 Offer, and accordingly neither we nor the Exchange Agent, nor our or its
directors, employees and affiliates, makes any recommendation whatsoever regarding the Exchange Offer or any recommendation as to whether you should
tender your Original Notes for exchange pursuant to the Exchange Offer.

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Registration and prospectus delivery requirements of the Securities Act
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If you exchange your Original Notes in the Exchange Offer 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 Offer. 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 Offer. The Original Notes surrendered and
exchanged for the Exchange Notes will be retired and canceled.

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THE EXCHANGE OFFER
Purpose of the Exchange Offer
When we completed the issuance of the Original Notes in connection with private exchange offers on June 21, 2018, 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 Offer within 120 days of the settlement date of the 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 the
Original Notes and (ii) complete the Exchange Offer within 250 days of the settlement date of the Original Notes. The Registration Rights Agreement
provides that we will be required to pay additional interest to the holders of the Original Notes if we fail to comply with such filing, effectiveness and
exchange offer consummation requirements.
The Exchange Offer is not being made to holders of Original Notes in any jurisdiction where the exchange would not comply with the securities or
blue sky laws of such jurisdiction. A copy of the Registration Rights Agreement has been filed as an exhibit to the registration statement of which this
prospectus forms a part, and it is available from us upon request. See "Where You Can Find More Information."
Each broker-dealer that receives Exchange Notes for its own account 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, must acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Notes. See "Plan of Distribution."
Terms of the Exchange Offer
Upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal, we will accept for exchange
Original Notes that are validly tendered before 5:00 p.m., New York City time, on the expiration date and not validly withdrawn as permitted below. We
will issue a like principal amount of Exchange Notes in exchange for the principal amount of the Original Notes tendered under the Exchange Offer. As
used in this prospectus, the term "expiration date" means October 22, 2018. However, if we have extended the period of time for which the Exchange Offer
is open, the term "expiration date" means the latest date to which we extend the Exchange Offer.
As of the date of this prospectus, $4,251,527,000 aggregate principal amount of Original Notes is outstanding. The Original Notes were issued under
the Indenture. Our obligation to accept Original Notes for exchange in the Exchange Offer is subject to the conditions described below under "--
Conditions to the Exchange Offer." We reserve the right to extend the period of time during which the Exchange Offer is open. We may, subject to
applicable law, elect to extend the Exchange Offer period if less than 100% of the Original Notes are tendered or if any condition to consummation of the
Exchange Offer has not been satisfied as of the expiration date and it is likely that such condition will be satisfied after such date. In addition, in the event
of any material change to the Exchange Offer, we will extend the period of time during which the Exchange Offer is open as necessary. In the event of such
extension, and only in such event, we may delay acceptance for exchange of any Original Notes by giving written notice of the extension to the holders of
Original Notes as described below. During any extension period, all Original Notes previously tendered will remain subject to the Exchange Offer and may
be accepted for exchange by us. Any Original Notes not accepted for exchange will be returned to the tendering holder promptly after the expiration or
termination of the Exchange Offer.
Original Notes tendered in the Exchange Offer must be in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000.
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