Obligation Verizen Comms Inc 3.875% ( US92343VES97 ) en USD

Verizen Comms Inc

100 % ▲

Etats-unis

US92343VES97 ( en USD )

3.875% par an ( paiement semestriel )

07/02/2029

Prospectus brochure de l'obligation Verizon Communications Inc US92343VES97 en USD 3.875%, échéance 07/02/2029

2 000 USD

1 000 000 000 USD

92343VES9

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

07/08/2025 ( Dans 96 jours )

Verizon Communications Inc. est une société américaine de télécommunications offrant des services sans fil, fixes, Internet haut débit et de télévision par câble à des clients résidentiels et commerciaux.

L'Obligation émise par Verizen Comms Inc ( Etats-unis ) , en USD, avec le code ISIN US92343VES97, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 07/02/2029

L'Obligation émise par Verizen Comms Inc ( Etats-unis ) , en USD, avec le code ISIN US92343VES97, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Verizen Comms Inc ( Etats-unis ) , en USD, avec le code ISIN US92343VES97, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
REGISTRATION FEE

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

Registered

per unit

Offering Price

Fee(1)

$1,000,000,000 3.875% Notes due 2029
$1,000,000,000

99.811% $998,110,000 $120,970.93

(1)
Calculated in accordance with Rule 457(r) of the US Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-213439
Prospectus Supplement
(To Prospectus Dated September 1, 2016)

Verizon Communications Inc.
$1,000,000,000 3.875% Notes due 2029

We are offering $1,000,000,000 of our notes due 2029 (the "notes"). The notes will bear interest at the rate of 3.875% per year.
Interest on the notes is payable on February 8 and August 8 of each year, commencing August 8, 2019. The notes will mature on February 8,
2029. We may redeem the notes, in whole or in part, at any time prior to maturity at the applicable redemption price to be determined using the
procedure described in this prospectus supplement under "Description of the Notes--Redemption."
The notes 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 ("SEC") nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

Proceeds to Verizon
Public Offering
Underwriting
Communications Inc.

Price(1)

Discount

(before expenses)

Notes

99.811%

0.400%

99.411%
Total

$
998,110,000
$
4,000,000
$
994,110,000

(1)
Plus accrued interest, if any, from February 8, 2019, 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 ("DTC") and its participants, including Euroclear Bank, S.A./N.V., as operator of the
Euroclear System ("Euroclear"), and Clearstream Banking, S.A. ("Clearstream"), against payment in New York, New York on or about February 8,
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2019.

Joint Book-Running Managers

BofA Merrill Lynch
Goldman Sachs & Co. LLC
Lead Green Structuring Agent

Co-Managers

Citigroup

Deutsche Bank Securities

Loop Capital Markets
Junior Co-Managers

R. Seelaus & Co., LLC

The Williams Capital Group, L.P.
February 5, 2019
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

About this Prospectus Supplement
S-1
Where You Can Find More Information
S-2
Recent Developments
S-3
Use of Proceeds
S-4
Description of the Notes
S-7
Certain U.S. Federal Income Tax Considerations
S-9
Underwriting
S-13
Legal Matters
S-18
PROSPECTUS

About this Prospectus

1
Where You Can Find More Information

1
Disclosure Regarding Forward-Looking Statements

2
Verizon Communications

2
Ratios of Earnings to Fixed Charges

4
Use of Proceeds

4
Description of Capital Stock

5
Description of the Debt Securities

6
Clearing and Settlement

10
Experts

12
Legal Matters

12
Plan of Distribution

13

ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus 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 accompanying prospectus contains information about our debt securities generally. This prospectus
supplement may add, update or change information in the accompanying prospectus. You should rely only on the information provided or
incorporated by reference in this prospectus supplement, the accompanying prospectus, any related free writing prospectus and the documents
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incorporated by reference herein and therein, which are accurate as of their respective dates. We have not authorized anyone else to provide you
with different information.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information
contained in the accompanying prospectus, on the other hand, the information contained in this prospectus supplement 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.

S-1
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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.
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 supplement, 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 and the future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any Current
Report on Form 8-K):

·
Verizon's Annual Report on Form 10-K for the year ended December 31, 2017;

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

·
Verizon's 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, September 6, 2018, October 4, 2018, November 2, 2018 and December 11, 2018; and

·
the description of Verizon's Common Stock contained in the registration statement on Form 8-A filed on March 12, 2010, under

Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating that description.
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
You should rely only on the information incorporated by reference or provided in this prospectus, any supplement or any pricing supplement.
We have not authorized anyone else to provide you with different information. The information on our website is not incorporated by reference
into this prospectus supplement or the accompanying prospectus.

S-2
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RECENT DEVELOPMENTS
On January 29, 2019, we announced our unaudited preliminary results for the fourth quarter and full year 2018. For the fourth quarter 2018,
we reported net income attributable to Verizon of $1.9 billion, or $0.47 per diluted share, compared with net income of $18.7 billion, or $4.56 per
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diluted share, in the fourth quarter 2017. Our fourth quarter 2018 reported earnings reflect the net income impacts arising from tax reform,
accounting changes for revenue recognition and special items pertaining to acquisition and integration related charges, severance, pensions and
benefits charges, Verizon Media goodwill impairment and an internal reorganization. Our fourth quarter 2017 reported earnings reflect the impacts
arising from tax reform and special items primarily related to severance, pension and benefits charges, early debt redemption costs, product
realignment charges, acquisition and integration related charges and a gain on spectrum license transactions. For the full year 2018, we reported
earnings attributable to Verizon of $15.5 billion, or $3.76 per diluted share, compared with $30.1 billion, or $7.36 per diluted share, in 2017.
During the fourth quarter 2018, consolidated operating revenues were $34.3 billion, an increase of 1.0% compared to the fourth quarter 2017.
Annual consolidated operating revenues were $130.9 billion in 2018, an increase of 3.8% compared to $126.0 billion in 2017.
Total operating expenses were $33.6 billion in the fourth quarter 2018 and $108.6 billion for the full year 2018, an increase of 18.1% and an
increase of 10.1%, respectively, from the corresponding periods in 2017.
Total operating revenues from our Wireless segment were $24.4 billion for the fourth quarter 2018 and $91.7 billion for the full year 2018,
an increase of 2.7% and 4.8%, respectively, from the corresponding periods in 2017. Wireless total operating expenses were $16.4 billion for the
fourth quarter 2018 and $58.9 billion for the full year 2018, a decrease of 1.4% and an increase of 1.0%, respectively, from the corresponding
periods in 2017. Total operating revenues from our Wireline segment were $7.4 billion for the fourth quarter 2018 and $29.8 billion for the full
year 2018, a decrease of 3.2% and 3.0%, respectively, from the corresponding periods in 2017. Wireline total operating expenses were $7.6 billion
for the fourth quarter 2018 and $30.0 billion for the full year 2018, an increase of 1.2% and a decrease of 0.9%, respectively, from the
corresponding periods in 2017.
Cash flows from operating activities were $34.3 billion for the full year 2018, compared with $24.3 billion in 2017. In 2018, net cash used in
investing activities was $17.9 billion, including $16.7 billion in capital expenditures. Net cash used in financing activities was $15.4 billion in
2018. Our total debt of $113.1 billion as of December 31, 2018 was $4.0 billion lower compared with December 31, 2017.

S-3
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USE OF PROCEEDS
We expect to receive approximately $993,710,000 in net proceeds from the sale of the notes in this offering after payment of the estimated
offering expenses for such notes and after the underwriting discount. An amount equal to the net proceeds of the offering of the notes will be used
to fund, in whole or in part, Eligible Green Investments. For purposes of this section, "Eligible Green Investments" include new and existing
investments made by us during the period from two years prior to the issuance of the notes through the maturity date of the notes, in the following
categories:

1.
Renewable Energy:

a)
the development, construction or operation of facilities, equipment or systems that generate or transmit renewable energy, such

as:

i.
solar energy;

ii.
wind energy; and

iii.
fuel cell energy; or

b)
the purchase of renewable energy pursuant to power purchase agreements or virtual power purchase agreements;

2.
Energy Efficiency: The design, manufacture or installation of systems, products and technology that are designed to reduce energy

consumption or mitigate greenhouse gas emissions in our operations consistent with meeting Verizon's publicly stated goals for energy
efficiency, such as:

a)
deployment of 5G wireless technologies that allow for real-time response to energy demand, including:

i.
smart city systems;

ii.
smart building management systems;

iii.
telecommuting systems; and

iv.
smart grids;
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b)
legacy network technology replacements or upgrades;

c)
replacement of old equipment with energy efficient equipment, such as heating, ventilation and cooling ("HVAC") systems, real

estate chillers, cooling towers, and lighting; and

d)
upgrades to Verizon buildings that are designed to improve the buildings' ENERGY STAR1 scores and to have expected energy

efficiency increases of at least 30%;

1
ENERGY STAR is a voluntary U.S. Environmental Protection Agency program that seeks to deliver environmental benefits and financial
value through superior energy efficiency. To be eligible for ENERGY STAR certification, a building must earn an ENERGY STAR score of
75 or higher, indicating that it performs better than at least 75 percent of similar buildings nationwide.

S-4
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3.
Green Buildings:

a)
investments in new building projects and in existing building retrofits that upgrade the buildings' facilities and equipment so

that either:

i.
the building was able to receive during the two-year period prior to the issuance of the notes, or will be able to receive

during the three-year period after the issuance of the notes, a third-party verified green building certification, such as:

1.
LEED2 Platinum or LEED Gold; or

2.
an ENERGY STAR rating of 85 or higher; or

ii.
the building is carbon net-zero; or

b)
leasing, on a capitalized basis, new or existing buildings that have received one of the above third-party verified green building

certifications;

4.
Sustainable Water Management: Investments in corporate facilities, products or the supply chain designed to improve water efficiency,

water conservation or water quality consistent with meeting Verizon's publicly stated goals for water management, such as:

a)
the installation or upgrade of:

i.
water efficient fixtures that create water savings;

ii.
water efficient irrigation systems; or

iii.
systems designed to increase use of recycled water; and

b)
upgrades to cooling towers and other HVAC equipment; and

5.
Biodiversity and Conservation: Reforestation and ecological restoration of land to preserve biodiversity and native ecosystems.
Process for Investment Evaluation and Selection
Verizon's Sustainability team will be responsible for determining whether potential investments fit within one or more categories of Eligible
Green Investments set forth above.
Management of Proceeds for the Notes
An amount equal to the net proceeds from the sale of the notes will be allocated to the financing of existing and future Eligible Green
Investments. Such allocation will be reflected in Verizon's internal records. Pending the full allocation of the net proceeds to finance Eligible
Green Investments, an amount equal to the unallocated balance will be temporarily invested or otherwise maintained in cash, cash equivalents
and/or U.S. treasury securities. Verizon intends to allocate a majority of the net proceeds of the notes to finance Eligible Green Investments within
three years from the date of issuance of the notes.
Payment of principal of and interest on the notes will be made from Verizon's general funds and will not be linked to the performance of any
Eligible Green Investments.

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2
Leadership in Energy and Environmental Design ("LEED") is a voluntary, third party building certification process developed by the U.S.
Green Building Council ("USGBC"), a non-profit organization. The USGBC developed the LEED certification process to (i) evaluate the
environmental performance from a whole-building perspective over a building's life cycle, (ii) provide a definitive standard for what
constitutes a "green building," (iii) enhance environmental awareness among architects and building contractors, and (iv) encourage the
design and construction of energy-efficient, water-conserving buildings that use sustainable or green resources and materials.

S-5
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Reporting
Within one year from the date of issuance of the notes, and annually thereafter until we have reported that an amount equal to the net
proceeds of the notes has been allocated to Eligible Green Investments, we will publish, and keep readily available, on a designated website, a
report setting forth information with respect to the allocation of such amount. The report will include an assertion by Verizon's Sustainability team
as to the aggregate amount allocated to specific categories of Eligible Green Investments and will describe such Eligible Green Investments. The
report will be accompanied by an attestation from an independent registered public accounting firm with respect to such firm's examination of the
Verizon Sustainability team's assertion conducted in accordance with attestation standards established by the American Institute of Certified Public
Accountants.
The information and materials found on our website, including without limitation the aforementioned report, are not part of or incorporated
by reference into this prospectus supplement or the accompanying prospectus or any other report or filing filed with the SEC.
We anticipate that our green bond program will be in alignment with the Green Bond Principles, dated June 2018, published by the
International Capital Market Association (the "Green Bond Principles"), and we expect to reflect the relevant requirements of the Green Bond
Principles in the management of our green bond program, as appropriate. We have worked with an outside consultant with recognized expertise in
environmental, social and governance research and analysis to (i) assess our categories of Eligible Green Investments and our processes for
alignment with the Green Bond Principles and (ii) obtain and make publicly available a second party opinion from such consultant in respect of
compliance with such criteria.

S-6
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DESCRIPTION OF THE NOTES
Principal Amount, Maturity and Interest for the Notes
We are offering $1,000,000,000 of our notes, which will mature on February 8, 2029.
We will pay interest on the notes at the rate of 3.875% per annum on February 8 of each year to holders of record at the close of business on
the immediately preceding January 24 and on August 8 of each year to holders of record at the close of business on the immediately preceding
July 24. 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 such notes on the next succeeding business day, and no interest will accrue as a result of the delay in
payment. The first interest payment date on the notes is August 8, 2019. Interest on the notes will accrue from February 8, 2019 and will accrue on
the basis of a 360-day year consisting of 12 months of 30 days.
We may issue additional notes in the future.
Form and Denomination
The notes will be issued in book-entry only form, which means that the notes will be represented by one or more permanent global
certificates registered in the name of DTC, or its nominee. You may hold interests in the notes directly through DTC, Euroclear or Clearstream, if
you are a participant in any of these clearing systems, or indirectly through organizations which are participants in these systems. Links have been
established among DTC, Clearstream and Euroclear to facilitate the issuance of the notes and cross-market transfers of the notes associated with
secondary market trading. DTC is linked indirectly to Clearstream and Euroclear through the depositary accounts of their respective
U.S. depositaries. Beneficial interests in the notes may be held in minimum denominations of $2,000 and integral multiples of $1,000 in excess of
$2,000. Notes in book-entry form that can be exchanged for definitive notes under the circumstances described in the accompanying prospectus
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under the caption "Clearing and Settlement" will be exchanged only for definitive notes issued in minimum denominations of $2,000 and integral
multiples of $1,000 in excess of $2,000.
Redemption
We have the option to redeem the notes on not less than 30 nor more than 60 days' notice, in whole or in part,

(1)
at any time prior to November 8, 2028 (three months prior to maturity), at a redemption price equal to the greater of:

(a)
100% of the principal amount of the notes being redeemed, or

(b)
the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed

(exclusive of interest accrued to the date of redemption), as the case may be, 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 20 basis points, and

(2)
at any time on or after November 8, 2028 (three months prior to maturity), at a redemption price equal to 100% of the principal amount

of the notes being redeemed,
plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the date of redemption.
The "Treasury Rate" 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 the Federal Reserve System designated as "Statistical Release H. 15" or any

successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields
on actively traded United States Treasury securities adjusted to constant maturity under the

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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 notes being redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
the notes.
"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.
"Independent Investment Banker" means an independent investment banking or commercial banking institution of national standing
appointed by us.
"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
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business day preceding the date of redemption.
In addition, we may at any time purchase all or part of the 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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CERTAIN 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 is sold, excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of
underwriters, placement agents or wholesalers) pursuant to this offering and hold such notes as capital assets. This discussion is based on the
U.S. Internal Revenue Code of 1986, as amended (the "Code"), U.S. Treasury regulations promulgated or proposed thereunder and administrative
and judicial interpretations thereof, 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 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 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.
U.S. Holders that use an accrual method of accounting for tax purposes generally will be required to include certain amounts in income no
later than the time such amounts are reflected on certain financial statements. The application of this rule thus may require the accrual of income
earlier than would be the case under the general tax rules described below, although the precise application of this rule is unclear at this time.
Holders that use an accrual method of accounting should consult with their tax advisors regarding the potential applicability of this legislation to
their particular situation.
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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.

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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 OID. However, if the notes are issued with more than de minimis OID, each U.S. Holder of a note generally will be
required to include OID in income (as interest) as it accrues, before such U.S. Holder receives any payment attributable to such income. The
amount of OID accrual would be determined, regardless of such U.S. Holder's regular method of accounting for U.S. federal income tax purposes,
using a constant yield method based on the payments for the notes as of the issue date. 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. A U.S. Holder's adjusted tax basis in a note generally will be equal to the amount that the U.S.
Holder paid for the 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, Internal Revenue Service ("IRS") Form W-9) to the applicable withholding agent
certifying that, among other things, its taxpayer identification number (which for an individual would be his or her Social Security number) is
correct, or otherwise establishes an exemption.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules 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 and FATCA:

(1)
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

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(2)
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 (i) such gain is effectively connected with the conduct of a trade or business
in the United States by such Non-U.S. Holder, in which event such gain generally will be subject to U.S. federal income tax in the

manner described below, or (ii) such Non-U.S. Holder is an individual who is present in the United States for 183 days or more during
the taxable year of such sale, exchange, retirement or other disposition and certain other conditions are met, in which event such gain
(net of certain U.S. source losses) generally will be subject to U.S. federal income tax at a rate of 30% (except as provided by an
applicable tax treaty).
The certification requirements referred to in clause (1)(v) above generally will be satisfied if the Non-U.S. Holder provides the applicable
withholding agent with a statement (generally on IRS Form W-8BEN or IRS Form W-8BEN-E), signed under penalties of perjury, stating, among
other things, that such Non-U.S. Holder is not a U.S. person. U.S. Treasury regulations provide additional rules for a note held through one or
more intermediaries or pass-through entities.
If the requirements set forth in clause (1) above are not satisfied with respect to a Non-U.S. Holder, amounts treated as payments of interest
generally will be subject to U.S. federal withholding tax at a rate of 30%, unless another exemption is applicable. For example, an applicable tax
treaty may reduce or eliminate this withholding tax if such Non-U.S. Holder provides the appropriate documentation (generally, IRS
Form W-8BEN or IRS Form W-8BEN-E) to the applicable withholding agent.
If a Non-U.S. Holder is engaged in the conduct of a trade or business in the United States, and if amounts treated as interest on a note or gain
recognized on the sale, exchange, retirement or other disposition of a note are effectively connected with such trade or business, such
Non-U.S. Holder generally will not be subject to U.S. federal withholding tax on such amounts; provided that, in the case of amounts treated as
interest, such Non-U.S. Holder provides the appropriate documentation (generally, IRS Form W-8ECI) to the applicable withholding agent.
Instead, such Non-U.S. Holder generally will be subject to U.S. federal income tax on such amounts in substantially the same manner as a
U.S. Holder (except as provided by an applicable tax treaty). In addition, a Non-U.S. Holder that is treated as a corporation for U.S. federal
income tax purposes may be subject to a branch profits tax at a rate of 30% (or a lower rate if provided by an applicable tax treaty) on its
effectively connected income for the taxable year, subject to certain adjustments.
Information Reporting and Backup Withholding
Information reporting generally will apply to payments of principal of, and interest on, notes, and to proceeds from the sale, exchange,
retirement or other taxable disposition of notes within the United States, or by a U.S. payor or U.S. middleman, to a U.S. Holder (other than an
exempt recipient that, if required, demonstrates this fact). Backup withholding may be required on reportable payments if the holder fails to furnish
its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, backup withholding.
Non-U.S. Holders generally will be required to comply with applicable certification procedures to establish that they are not U.S. Holders in order
to avoid the application of information reporting and backup withholding. Backup withholding is not an additional tax. A holder of notes generally
will be entitled to credit any amounts withheld under the backup withholding rules against its U.S. federal income tax liability or to obtain a refund
of the amounts withheld provided the required information is furnished to the IRS in a timely manner.
FATCA Withholding
Sections 1471 to 1474 of the Code and Treasury regulations thereunder (provisions commonly referred to as "FATCA") impose a
U.S. federal withholding tax of 30% on interest payments on obligations that produce U.S. source interest to "foreign financial institutions" and
certain other non-U.S. entities that fail to comply with specified certification and information reporting requirements.

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Because the notes will produce U.S. source interest, future guidance may subject payments on notes held by or through certain foreign
entities to the 30% FATCA withholding tax. This withholding tax will not apply to payments made prior to two years after the date on which final
regulations on this issue are published and will not apply to the notes unless the notes are "materially modified" more than six months after the date
of such publication. In addition, in the future, proceeds from the sale or other disposition of notes may also become subject to the 30% FATCA
withholding tax. Until final regulations are issued, however, we and any withholding agent may rely on recently issued proposed regulations that
eliminate FATCA withholding on such gross proceeds. Holders should consult their own tax advisors on how these rules may apply to their
investment in the notes. In the event any withholding under FATCA is imposed with respect to the notes, we will not be under any obligation to
compensate for the withheld amount.
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