Bond Verizen Comms Inc 2.5% ( CA92343VFG47 ) in CAD

Verizen Comms Inc

100 % ▲

United States

CA92343VFG47 ( in CAD )

2.5% per year ( payment 2 times a year)

16/05/2030

Prospectus brochure of the bond Verizon Communications Inc CA92343VFG47 en CAD 2.5%, maturity 16/05/2030

1 000 CAD

1 000 000 000 CAD

92343VFG4

16/05/2026 ( In 152 days )

The Bond issued by Verizen Comms Inc ( United States ) , in CAD, with the ISIN code CA92343VFG47, pays a coupon of 2.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/05/2030

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424B2 1 d912349d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-233608
REGISTRATION FEE

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

Registered(1)

per unit

Offering Price(1)

Registration Fee(2)

US$

US$

US$
C$1,000,000,000 2.500% Notes due 2030

$710,600,000

99.815%

$709,285,390.00
$92,065.24
C$300,000,000 3.625% Notes due 2050

$213,180,000

98.827%

$210,679,398.60
$27,346.19

(1)
C$1,000,000,000 aggregate principal amount of the 2.500% Notes due 2030 and C$300,000,000 aggregate principal amount of the 3.625% Notes due
2050. The amount to be registered and the proposed maximum aggregate offering price for the C$1,000,000,000 2.500% Notes due 2030 and the
C$300,000,000 3.625% Notes due 2050 is based on the daily average CAD/U.S. dollar exchange rate on May 13, 2020 of C$1=U.S.$0.7106 as
published by the Bank of Canada.
(2)
Calculated in accordance with Rule 457(r) of the US Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 4, 2019)
C$1,300,000,000

Verizon Communications Inc.
C$1,000,000,000 2.500% Notes due 2030
C$300,000,000 3.625% Notes due 2050

We are offering C$1,000,000,000 of our notes due 2030 (the "notes due 2030") and C$300,000,000 of our notes due 2050 (the "notes due 2050" and,
together with the notes due 2030, the "notes"). The notes due 2030 will bear interest at the rate of 2.500% per year and the notes due 2050 will bear interest
at the rate of 3.625% per year.
Interest on the notes due 2030 and the notes due 2050 is payable on May 16 and November 16 of each year, beginning on November 16, 2020.
The notes due 2030 will mature on May 16, 2030, and the notes due 2050 will mature on May 16, 2050.
We may redeem each series of 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." In addition, each series of notes may be redeemed, at
our option, in whole, but not in part, at any time prior to maturity at a price equal to 100% of the principal amount of such series of notes, plus accrued
interest, in the event of certain developments affecting U.S. taxation as described under "Description of the Notes--Tax Redemption."
The notes will be our senior unsecured obligations and will rank equally with all of our unsecured and unsubordinated indebtedness. The notes will
be issued in fully registered, book-entry form in minimum denominations of C$2,000 and integral multiples of C$1,000 in excess thereof.

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.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-3 of this prospectus supplement and the risks discussed
elsewhere in this prospectus supplement, the accompanying prospectus and the documents and reports we file with the SEC that are incorporated
by reference in this prospectus supplement and the accompanying prospectus.

notes
notes

due 2030
Total

due 2050
Total

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424B2
Public Offering Price(1)
99.815%
C$ 998,150,000
98.827%
C$ 296,481,000
Underwriting Discount
0.400%
C$
4,000,000
0.500%
C$
1,500,000
Proceeds to Verizon Communications Inc. (before expenses)
99.415%
C$ 994,150,000
98.327%
C$ 294,981,000

(1)
Plus accrued interest, if any, from May 15, 2020, to the date of delivery.

The underwriters are severally underwriting the notes being offered. The notes will not be listed on any securities exchange. Currently, there is no
public trading market for the notes. The underwriters expect to deliver the notes in fully-registered, book-entry form on or about May 15, 2020 through the
facilities of CDS Clearing and Depository Services Inc. ("CDS") for the accounts of its participants. Investors may hold their notes through Clearstream
Banking, société anonyme, Luxembourg ("Clearstream") and Euroclear Bank S.A./N.V., or its successor as operator of the Euroclear system ("Euroclear").

Joint Book-Running Managers

BofA Securities

RBC Capital Markets

TD Securities
Co-Managers

Scotiabank

SMBC Nikko

SOCIETE GENERALE
May 13, 2020
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

About this Prospectus Supplement
S-i
Where You Can Find More Information
S-ii
The Offering
S-1
Risk Factors
S-3
Use of Proceeds
S-5
Description of the Notes
S-6
Certain U.S. Federal Income Tax Considerations
S-13
Underwriting
S-18
Legal Matters
S-23

PROSPECTUS

About this Prospectus
1
Where You Can Find More Information
1
Disclosure Regarding Forward-Looking Statements
2
Verizon Communications
3
Risk Factors
3
Use of Proceeds
3
Description of Capital Stock
4
Description of the Debt Securities
5
Clearing and Settlement
9
Plan of Distribution
12
Experts
13
Legal Matters
13

ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus 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 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.
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References herein to "$" and " U.S. dollars" are to the lawful currency of the United States. References to "C$" and "CAD" are to the lawful
currency of Canada. The financial information presented in this prospectus supplement has been prepared in accordance with accounting principles
generally accepted in the United States.
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 that we have incorporated by reference, then you should consider only the statement in the more
recent document.
In this prospectus supplement, "we," "our," "us" and "Verizon" refer to Verizon Communications Inc. and its consolidated subsidiaries.

S-i
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website at
http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Filings that we make with the SEC also can be found on our website at http://www.verizon.com. The information contained on or accessible through our
corporate website or any other website that we may maintain is not incorporated by reference herein or in the accompanying prospectus and is not part of
this prospectus supplement, the accompanying prospectus or the registration statement of which this prospectus supplement and the accompanying
prospectus are a part.
The SEC 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, 2019;

·
Verizon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020;

·
Verizon's Current Reports on Form 8-K filed on February 5, 2020, February 6, 2020, February 24, 2020, March 13, 2020, March 17, 2020,

April 24, 2020 and May 12, 2020; and

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

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

S-ii
Table of Contents
THE OFFERING

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424B2
Issuer
Verizon Communications Inc.
Notes Offered
C$1,000,000,000 aggregate principal amount of 2.500% notes due 2030
C$300,000,000 aggregate principal amount of 3.625% notes due 2050
Maturity
notes due 2030: May 16, 2030
notes due 2050: May 16, 2050
Interest Payment Dates
notes due 2030: May 16 and November 16 of each year, beginning on November 16, 2020
notes due 2050: May 16 and November 16 of each year, beginning on November 16, 2020
Currency of Payment
All payments of interest and principal for the notes, including any payments made upon any redemption,
will be made in CAD.
To the extent CAD is unavailable to us due to the imposition of exchange controls or other circumstances
beyond our control, then all payments in respect of the applicable notes will be made in U.S. dollars until
CAD is again available to us.
Ranking
Each series of notes will be unsecured and will rank equally with all of our unsecured and unsubordinated
indebtedness.
Form and Denomination
We will issue the notes in fully registered, book-entry form in minimum denominations of C$2,000 and
integral multiples of C$1,000 in excess thereof.
Except in limited circumstances, the notes will be issued in the form of global securities. See "Description
of the Notes--Global Clearance and Settlement" in this prospectus supplement. Beneficial interests in the
global securities will be shown on, and transfers of beneficial interests in the global securities will be made
only through, records maintained by CDS.
Redemption
We may redeem each series of 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."
Tax Redemption
We may, at our option, redeem each series of notes in whole, but not in part, at any time prior to maturity
at a price equal to 100% of the principal amount of such series of notes, plus accrued interest, in the event of
certain developments affecting U.S. taxation as described in this prospectus supplement under "Description
of the Notes--Tax Redemption."
Withholding Taxes
We will pay to beneficial owners of notes who are non-U.S. persons additional amounts in the event of
withholding or deduction of taxes, duties, assessments or other governmental charges imposed by the United
States or any political subdivision thereof or any taxing authority therein or thereof, subject to the terms and
limitations set forth under "Description of the Notes--Withholding Taxes" in this prospectus supplement.
Any additional amounts payable on the notes will be paid in CAD.

S-1
Table of Contents
Use of Proceeds
We intend to use the net proceeds from the sale of the notes for general corporate purposes, which may
include, depending on market and other conditions, the repayment of outstanding commercial paper and
other outstanding indebtedness.
Risk Factors
See "Risk Factors" beginning on page S-3 of this prospectus supplement and the risks discussed elsewhere
in this prospectus supplement, the accompanying prospectus and the documents and reports incorporated by
reference in this prospectus supplement and in the accompanying prospectus for a discussion of risks you
should carefully consider before deciding whether to invest in the notes.
Trustee
U.S. Bank National Association
Paying Agent, Security Registrar and
Transfer Agent
BNY Trust Company of Canada
Governing Law
The State of New York, United States of America
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424B2
For a more complete description of the terms of the notes, see "Description of the Notes" in this prospectus supplement and "Description of the Debt
Securities" in the accompanying prospectus.

S-2
Table of Contents
RISK FACTORS
An investment in the notes involves risks. Before making an investment decision, you should carefully consider the risks and uncertainties described
in this prospectus supplement and the accompanying prospectus, including the risk factors set forth in the documents and reports filed with the SEC that
are incorporated by reference in this prospectus supplement and in the accompanying prospectus. Our business, financial condition, operating results and
cashflows 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.
Risks Related to the Notes
Active trading markets for the notes may not develop or, if developed, be maintained.
We do not intend to list any series of the notes on any securities exchange. We cannot assure you that active trading markets will develop or be
maintained for any series of the notes. If active trading markets do develop for any series of the notes, the notes may trade at a discount from their initial
offering price depending on prevailing interest rates, the market for similar securities, our financial performance and other factors. In addition, there may be
a limited number of buyers when you decide to sell your notes. This may affect the price, if any, offered for your notes or your ability to sell your notes
when desired or at all.
Holders of the notes may be subject to the effects of foreign currency exchange rate fluctuations, as well as possible exchange controls, relating
to CAD.
Investors will have to pay for the notes in CAD. Principal and interest payments of the notes are payable by us in CAD. An investment in the notes
which are denominated in, and all payments in respect of which are to be made in, a currency other than the currency of the country in which the purchaser
is resident or the currency in which the purchaser conducts its business or activities (the home currency), entails significant risks not associated with a
similar investment in a security denominated in the home currency. These include the possibility of:

·
significant changes in rates of exchange between the home currency and CAD;

·
the imposition or modification of foreign exchange controls with respect to CAD; and

·
tax consequences for you as a result of any foreign exchange gains resulting from an investment in the notes.
We have no control over a number of factors affecting this type of note, including economic, financial and political events that are important in
determining the existence, magnitude and longevity of these risks and their results. In recent years, rates of exchange for certain currencies, including CAD,
have been highly volatile, and this volatility may be expected to continue in the future.
Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative of fluctuations in the rate that may occur
during the term of the notes. Depreciation of CAD against the home currency could result in a decrease in the effective yield of the notes below the
applicable coupon rate, and in certain circumstances, could result in a loss to you on a home currency basis.
Canada may, in the future, impose exchange controls and modify any exchange controls imposed, which controls could affect exchange rates as well
as the availability of CAD at the time of payment of principal of, interest on, or any redemption payment or additional amounts with respect to, the notes.

S-3
Table of Contents
The notes will be governed by the laws of the State of New York. U.S. federal or state courts rendering a judgment on the notes may be unable to
enter judgment in any currency except in U.S. dollars. Accordingly, in a lawsuit for payment on the notes, investors may bear currency exchange risk,
which could be material.
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This description of foreign currency risks does not describe all the risks of an investment in securities denominated in a currency other than the home
currency. You should consult your own financial and legal advisors as to the risks involved in an investment in the notes.
On May 13, 2020, the daily average CAD/U.S. dollar rate of exchange was C$1/U.S.$0.7106, as published by the Bank of Canada.
The notes permit us to make payments in U.S. dollars if we are unable to obtain CAD.
If CAD is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control, then all payments in respect of the
notes will be made in U.S. dollars until CAD is again available to us or so used. The amount payable on any date in CAD will be converted into
U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second business day prior to the relevant payment
date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the then most recent U.S. dollar/CAD exchange
rate available on or prior to the second business day prior to the relevant payment date as determined by us in our sole discretion. Any payment in respect
of the notes so made in U.S. dollars will not constitute an event of default under the notes or the indenture governing the notes.

S-4
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USE OF PROCEEDS
We expect the net proceeds to Verizon from the offering of the notes, after deducting underwriting discounts and our estimated offering expenses,
will be approximately C$1,288 million. We intend to use the net proceeds from the sale of the notes for general corporate purposes, which may include,
depending on market and other conditions, the repayment of outstanding commercial paper and other outstanding indebtedness.

S-5
Table of Contents
DESCRIPTION OF THE NOTES
Principal Amount, Maturity and Interest for the notes due 2030 and the notes due 2050
We are offering C$1,000,000,000 of our notes due 2030, which will mature on May 16, 2030, and C$300,000,000 of our notes due 2050, which will
mature on May 16, 2050. We will pay interest on the notes due 2030 at the rate of 2.500% per annum and interest on the notes due 2050 at the rate of
3.625% per annum, in each case, on May 16 of each year to holders of record at the close of business on the immediately preceding May 2 and on
November 16 of each year to holders of record at the close of business on the immediately preceding November 2. If interest or principal on the notes is
payable on a Saturday, Sunday or any other day when commercial banks are not open for business in The City of New York, New York, United States of
America or Toronto, Ontario, Canada, we will make the payment on such notes on the next succeeding business day in such locations, and no additional
interest will accrue as a result of the delay in payment. The first interest payment date on the notes due 2030 and the notes due 2050 is November 16, 2020.
For a full semi-annual interest period, interest on the notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. For an
interest period that is not a full semi-annual interest period, interest on the notes will be computed on the basis of a 365-day year, and the actual number of
days in such interest period.
Solely for the purposes of disclosure under the Interest Act (Canada), whenever interest to be paid hereunder or in connection herewith is to be
calculated on the basis of a year of 360 days consisting of twelve 30-day months, the yearly rate of interest to which the rate used in such calculation is
equivalent during any particular period is the rate so used multiplied by a fraction of which:

(i)
the numerator is the product of:
(a) the actual number of days in the calendar year in which such period ends, and
(b) the sum of (A) the product of (x) 30 and (y) the number of complete months elapsed in the relevant period and (B) the number of
days elapsed in any incomplete month in the relevant period; and

(ii)
the denominator is the product of 360 and the actual number of days in the relevant period.
We may issue additional notes due 2030 and notes due 2050 in the future.
The notes will be issued in fully-registered, book-entry form in minimum denominations of C$2,000 and integral multiples of C$1,000 in excess
thereof. The notes will be held in global form by CDS, as depositary, and will be registered in the name of CDS & Co., as nominee of CDS.
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Global Clearance and Settlement
We have obtained the information in this section concerning CDS and its book-entry systems and procedures from sources that we believe to be
reliable. In addition, the description of the clearing system in this section reflects our understanding of the rules and procedures of CDS as they are
currently in effect. This system could change its rules and procedures at any time.
The notes will be issued as fully-registered, book-entry global securities (which we sometimes refer to as "global securities"), which will be
deposited with, or on behalf of, CDS and registered, at the request of CDS, in the name of CDS & Co. You will not be permitted to withdraw the notes
from CDS except in accordance with CDS' rules and procedures. You may hold interests in a global security through organizations that participate,
directly or indirectly, in the CDS system.

S-6
Table of Contents
For as long as the notes are maintained in book-entry form at CDS, CDS or its nominee will be the registered holder of the notes for all purposes and
all payments on the notes will be made to CDS and payments to beneficial owners of notes will be made in accordance with CDS' procedures and the
procedures of its participants. Consequently, you will need to look to CDS and its participants through which you own your interest in the notes for any
payment or to exercise any rights in respect of the notes. We have no responsibility for the actions of CDS or its participants, and your ability to receive
payments or exercise any rights in respect of the notes will be subject to their procedures.
CDS is Canada's national securities depository, clearing and settlement hub, supporting Canada's equity, fixed income and money markets.
Functioning as a service utility for the Canadian financial community, CDS provides a wide variety of computer automated services for financial
institutions and investment dealers active in domestic and international capital markets. CDS participants include banks, investment dealers and trust
companies and may include certain of the underwriters. Indirect access to CDS is available to other organizations that clear through or maintain a custodial
relationship with a CDS participant. Transfers of ownership and other interests in notes in CDS, including cash distributions, may only be processed
through CDS participants and will be completed in accordance with existing CDS rules and procedures. CDS is headquartered in Toronto and has offices
in Montreal, Vancouver and Calgary. CDS is a subsidiary of The Canadian Depository for Securities Limited, part of TMX Group Limited. It is affiliated
with CDS Inc., which provides services to the Canadian Securities Administrators, and CDS Innovations Inc., a commercial marketer of CDS information
products such as CDS Bulletins and entitlements information.
You may elect to hold interests in the notes outside Canada through Clearstream or Euroclear if you are a participant in those systems, or indirectly
through organizations that are participants in those systems. Clearstream and Euroclear will hold interests on behalf of their participants through securities
accounts in Clearstream's and Euroclear's names on the books of their respective sub-custodians. The interests are ultimately held through a CDS
participant that acts as sub-custodian for Clearstream or Euroclear, as applicable.
Cross market transfers between persons holding directly or indirectly through CDS participants, on the one hand, and directly or indirectly through
Clearstream participants or Euroclear participants, on the other, will be effected in CDS in accordance with CDS rules; however, such cross market
transactions will require delivery of instructions to the relevant clearing system by the counterparty in such system in accordance with its rules and
procedures and within its established deadlines. The relevant clearing system will, if the transaction meets its settlement requirements, deliver instructions
to CDS to take action to effect final settlement on its behalf by delivering or receiving notes in CDS, and making or receiving payment in accordance with
normal procedures for settlement in CDS. Clearstream participants and Euroclear participants may not deliver instructions directly to CDS or the Canadian
sub-custodians.
Because of time zone differences, credits of notes received in Clearstream or Euroclear as a result of a transaction with a CDS participant may be
made during subsequent securities settlement processing and dated the business day following the CDS settlement date. Such credits or any transactions in
such notes settled during such processing will be reported to the relevant Clearstream participants or Euroclear participants on such business day. Cash
received in Clearstream or Euroclear as a result of sales of notes by or through a Clearstream participant or a Euroclear participant to a CDS participant will
be received with value on the CDS settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day
following settlement in CDS.
Although CDS, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of notes among participants of
CDS, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be modified or
discontinued at any time. We will not have any responsibility for the performance by CDS, Clearstream or Euroclear, or their respective direct or indirect
participants of their obligations under the rules and procedures governing their operations.

S-7
Table of Contents
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Form, Denomination and Book-Entry
The notes, subject to certain exceptions, will at all times be represented by one or more fully-registered global securities held by, or on behalf of,
CDS, as custodian of the global securities (for its participants) and registered in the name of CDS & Co., and registrations of interests in and transfers of
the notes will be made only through the book-entry only system of CDS. Except as described below, no purchaser of notes will be entitled to a certificate
or other instrument from us or CDS evidencing the purchaser's ownership thereof, owners of beneficial interests in the notes held through CDS and its
participants will not be considered the "Holders" of those notes under the indenture and no such beneficial owner of the notes will be shown on the records
maintained by CDS, although we expect that such beneficial interests will be reflected through book-entry accounts of CDS' direct and indirect participants
acting on behalf of such beneficial owners. Each purchaser of notes represented by a global security is expected to receive a customer confirmation of
purchase from the underwriter or other registered dealer from which the notes are purchased in accordance with the practices and procedures of the selling
underwriter or dealer. The practices of the underwriters may vary but, generally, customer confirmations are issued promptly after execution of a customer
order. CDS will be responsible for establishing and maintaining book-entry accounts for its direct participants having interests in global securities, and
CDS' direct and indirect participants will be responsible for maintaining book-entry accounts for beneficial owners holding interests in the global
securities. Sales of interests in a global security can only be completed through participants in the book-entry only depositary service of CDS.
Neither we nor the underwriters will assume any liability for: (a) any aspect of the records relating to the beneficial ownership of the notes held by
CDS or any of its direct or indirect participants or the payments relating thereto; (b) maintaining, supervising or retaining any records relating to the notes;
or (c) any advice or representation made by, or with respect to, CDS or any action to be taken by CDS or at the direction of its participants.
CDS may discontinue providing its services as securities depository with respect to the notes at any time by giving reasonable notice to us. If CDS is
no longer willing or able to discharge properly its responsibilities as depositary with respect to the notes, we will use commercially reasonable efforts to
locate a qualified successor. However, definitive notes will be issued in exchange for beneficial interests in global securities, registered in the names of
persons other than CDS or its nominee, only if (i) CDS notifies us that it will discontinue the eligibility of the notes on deposit or cease to hold a global
certificate in respect of the notes, with or without cause, (ii) CDS ceases to be a recognized clearing agency under applicable law and a successor
depository is not appointed by us or (iii) we give CDS notice that we are unable or unwilling to continue to have CDS hold the notes as book-entry only or
that we desire to or have processed an entitlement requiring a withdrawal of notes and instruct the trustee that the global security is exchangeable for debt
securities in certificated form. In the event that definitive notes are to be issued as aforesaid, we will promptly execute, and the trustee or an authenticating
agent or sub-authenticating agent, upon receipt of an order from us for the authentication and delivery of definitive notes, will authenticate and deliver
definitive notes in an aggregate principal amount equal to the principal amount of the global securities in exchange for beneficial interests in such global
securities in accordance with the instructions, if any, of CDS.
If we issue definitive notes in exchange for global securities as described in the preceding paragraph, such definitive notes shall be issued in
denominations of C$2,000 and integral multiples of C$1,000 in excess thereof and each such definitive note will have the same stated maturity and other
terms as the global security for which it is exchanged.
The laws of some states may require that certain purchasers of securities take physical delivery of securities in definitive form. Such limits and such
laws may impair the ability to own, transfer or pledge beneficial interests in global securities.

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Currency Conversion
Payments of principal, interest and additional amounts, if any, in respect of the notes will be payable in CAD. If CAD is unavailable to us due to the
imposition of exchange controls or other circumstances beyond our control, then all payments in respect of the notes will be made in U.S. dollars until
CAD is again available to us. The amount payable on any date in CAD will be converted into U.S. dollars at a rate mandated by the U.S. Federal Reserve
Board as of the close of business on the second business day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not
mandated a rate of conversion, on the basis of the latest U.S. dollar/CAD exchange rate available on or prior to the second business day prior to the relevant
payment date as determined by us in our sole discretion. Any payment in respect of the notes alternatively made in U.S. dollars will not constitute an event
of default under the notes or the indenture.
Paying Agent, Security Registrar and Transfer Agent for the Notes
BNY Trust Company of Canada will initially act as paying agent, security registrar and transfer agent for the notes. We may change the paying
agent, security registrar or transfer agent in accordance with the terms of the indenture and the agreement pursuant to which BNY Trust Company of
Canada will be appointed to these roles.
Redemption
We have the option to redeem each series of notes on not less than 10 nor more than 60 days' notice, in whole or in part,
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424B2
(i) at any time prior to February 16, 2030 (three months prior to the maturity date of the notes due 2030) (the "notes due 2030 par call date") with
respect to the notes due 2030 and November 16, 2049 (six months prior to the maturity date of the notes due 2050) (the "notes due 2050 par call date")
with respect to the notes due 2050, at a redemption price equal to the greater of:
(a) 100% of the principal amount of the notes being redeemed, or
(b) the Canada Yield Price; and
(ii) at any time on or after the notes due 2030 par call date and the notes due 2050 par call date with respect to the notes due 2030 and the notes due
2050, respectively, 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.
"Canada Yield Price" means, in respect of any notes being redeemed, the price, in respect of the principal amount of the notes, calculated by us as of
the third business day prior to the redemption date of such notes, equal to the sum of the present values of the remaining scheduled payments of interest
(not including any portion of the payments of interest accrued as of the date of redemption) and principal on the notes to be redeemed from the redemption
date to the applicable par call date, as if redeemed on the par call date, using as a discount rate the sum of the Government of Canada Yield on such business
day plus (i) 50 basis points for the notes due 2030 and (ii) 65 basis points for the notes due 2050.
"Government of Canada Yield" means, on any date, the bid-side yield to maturity on such date as determined by the arithmetic average (rounded to
three decimal places) of the yields quoted at 10:00 a.m. (Toronto time) by any two investment dealers in Canada selected by us, assuming semi-annual
compounding and calculated in accordance with generally accepted financial practice, which a non-callable Government of Canada bond would carry if
issued in CAD in Canada at 100% of its principal amount on such date with a term to maturity that most closely approximates the remaining term to the
applicable par call date.

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If less than all of the notes are to be redeemed, the notes to be redeemed will be selected according to CDS' procedures, in the case of notes
represented by a global security, or by the trustee by such method as the trustee considers fair and appropriate, in the case of notes, if any, that are not
represented by a global security. If any note is to be redeemed in part, such note must be redeemed in a minimum principal amount of C$2,000 and integral
multiples of C$1,000 in principal amount in excess thereof; provided that the unredeemed portion of any note must be an authorized denomination.
Payment of the redemption price, together with accrued interest (if any) to, but excluding, the redemption date for a note for which a redemption notice has
been delivered is conditioned upon delivery of such note to an office or agency of us maintained for that purpose. Payment of the redemption price for a
note (or portion thereof to be redeemed), together with accrued interest to, but excluding, the redemption date, will be made on the later of the redemption
date or promptly following the time of delivery of such note.
Tax Redemption
The notes of any series may be redeemed at our option, in whole but not in part, at any time on giving not less than 30 nor more than 90 days' notice
to the noteholders (which notice shall be irrevocable), at their principal amount, together with interest accrued to the date fixed for redemption, if:

(i)
we have or will become obliged to pay additional amounts with respect to such series of notes as provided or referred to under "--
Withholding Taxes" below as a result of any change in, or amendment to, the laws, treaties, or rulings of the United States or any

political subdivision or any authority thereof or therein having the power to tax, or any change in the application or official
interpretation of such laws or regulations or rulings (including a holding by a court of competent jurisdiction in the United States),
which change or amendment is enacted or adopted on or after the issue date of such notes; or

(ii)
on or after the issue date of such series of notes, any action is taken by a taxing authority of, or any decision has been rendered by a
court of competent jurisdiction in, the United States or any political subdivision of or in the United States or any authority thereof or
therein having the power to tax, including any of those actions specified in clause (i) above, whether or not such action was taken or
decision was rendered with respect to us, or any change, amendment, application or interpretation is officially proposed, which, in any
such case, will result in a material probability that we will become obliged to pay additional amounts with respect to such series of

notes; provided that, prior to the publication of any notice of redemption pursuant to this paragraph, we have delivered to the trustee a
certificate signed by one of our officers stating that we are entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to our right so to redeem have occurred and a copy of an opinion of a reputable independent
counsel of our choosing to that effect based on that statement of facts. However no such notice of redemption shall be given less
than 30 nor more than 90 days prior to the earliest date on which we would be obliged to pay such additional amounts if a payment in
respect of such series of notes were then due.
Withholding Taxes
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All payments of principal, interest and premium (if any) in respect of the notes by us or a paying agent on our behalf shall be made without
withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges imposed by any governmental
authority having the power to tax ("Taxes"), unless the withholding or deduction of such Taxes is required by law. If any Taxes are so imposed by or on
behalf of the United States or any political subdivision thereof or any authority therein, we shall pay to a holder that is a Non-U.S. Person (as defined
below) such additional amounts as may be necessary to ensure that the net amount received by such holder, after withholding or deduction for or on
account of such Taxes, will be equal to the amount such holder would have received in the absence of such withholding or deduction. However, no
additional amounts shall be payable for or on account of:

(i)
any Tax that would not have been imposed, withheld or deducted but for any present or former connection (other than the mere fact of

being a holder or beneficial owner of such note) between

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the holder or the beneficial owner of such note and the United States or the applicable political subdivision or authority, including,

without limitation, such holder or beneficial owner being or having been a citizen or resident of the United States or the applicable
political subdivision or authority or treated as being or having been a resident thereof;

(ii)
any Tax that would not have been imposed, withheld or deducted but for the holder or beneficial owner of such note being or having
been for U.S. federal income tax purposes a personal holding company, a controlled foreign corporation, a passive foreign investment

company, a foreign private foundation or other foreign tax-exempt organization, or a corporation that accumulates earnings to avoid
U.S. federal income tax;

(iii)
any Tax that is payable other than by withholding or deduction by us or a paying agent from payments in respect of such note;

(iv)
any gift, estate, inheritance, sales, transfer, value added, personal property, excise or similar Tax;

(v)
any Tax that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative or

judicial interpretation that becomes effective after the applicable payment becomes due or is duly provided for, whichever occurs later;

(vi)
any Tax that would not have been imposed, withheld or deducted but for the presentation of such note for payment more than 30 days

after the applicable payment becomes due or is duly provided for, whichever occurs later, except to the extent that such holder would
have been entitled to such additional amounts on presenting such note for payment on the last date of such period of 30 days;

(vii)
any Tax that would not have been imposed, withheld or deducted but for the failure of the holder or beneficial owner of such note to

comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence,
identity or connection with the United States of such holder or beneficial owner;

(viii)
any Tax that would not have been imposed, withheld or deducted but for the failure of the holder or beneficial owner (or any financial

institution or other person through which the holder or beneficial owner holds any notes) to comply with any certification, information,
identification, documentation or other reporting requirements with respect to itself or any beneficial owner or account holders thereof;

(ix)
any Tax that would not have been imposed, withheld or deducted but for the failure of the holder or beneficial owner of such note to

meet the requirements relating to the portfolio interest exemption (including the statement requirements) of Section 871(h) or
Section 881(c) of the Internal Revenue Code of 1986, as amended (the "Code");

(x)
any Tax imposed by the Foreign Account Tax Compliance Act ("FACTA") pursuant to Sections 1471 through 1474 of the Code, any

current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the Code and
any intergovernmental agreements (and related legislation or official administrative guidance) implementing the foregoing; or

(xi)
any combination of items (i)-(x).
For purposes of clauses (i)-(xi) above, references to the holder or beneficial owner of a note include a fiduciary, settlor, beneficiary or person holding
power over such holder or beneficial owner, if such holder or beneficial owner is an estate or trust, or a partner, member or shareholder of such holder or
beneficial owner, if such holder or beneficial owner is a partnership, limited liability company or corporation. In addition, we will not pay additional
amounts to the holder of a note if such holder or the beneficial owner of such note is a fiduciary, partnership, limited liability company or other fiscally
transparent entity, or if the holder of such note is not the sole beneficial owner of such note, as the case may be, to the extent that a beneficiary or settlor
with respect to the fiduciary, or a beneficiary, partner or member of the partnership, limited liability company or other fiscally

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