Bond Verizen Comms Inc 4.6% ( US92343VAX29 ) in USD

Verizen Comms Inc

100 % ▼

United States

US92343VAX29 ( in USD )

4.6% per year ( payment 2 times a year)

31/03/2021 - Bond has expired

Prospectus brochure of the bond Verizon Communications Inc US92343VAX29 in USD 4.6%, expired

2 000 USD

1 500 000 000 USD

92343VAX2

N/A

The Bond issued by Verizen Comms Inc ( United States ) , in USD, with the ISIN code US92343VAX29, pays a coupon of 4.6% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2021

Final Prospectus
Page 1 of 26
424B2 1 d424b2.htm FINAL PROSPECTUS
Table of Contents
PROSPECTUS SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
(To Prospectus Dated March 23, 2011)

Registration Statement Nos. 333-173000 and 333-151922
$6,250,000,000

Verizon Communications Inc.
$1,000,000,000 Floating Rate Notes due 2014
$1,500,000,000 1.95% Notes due 2014
$1,250,000,000 3.00% Notes due 2016
$1,500,000,000 4.60% Notes due 2021
$1,000,000,000 6.00% Notes due 2041

We are offering $1,000,000,000 of our floating rate notes due 2014, $1,500,000,000 of our notes due 2014, $1,250,000,000
of our notes due 2016, $1,500,000,000 of our notes due 2021 and $1,000,000,000 of our notes due 2041. The floating rate
notes due 2014 will bear interest at a rate equal to three-month LIBOR plus 0.61% and will be reset quarterly. The notes due
2014 will bear interest at the rate of 1.95% per year, the notes due 2016 will bear interest at the rate of 3.00% per year, the
notes due 2021 will bear interest at the rate of 4.60% per year and the notes due 2041 will bear interest at the rate of 6.00%
per year.
Interest on the floating rate notes due 2014 is payable quarterly on March 28, June 28, September 28 and December 28,
beginning on June 28, 2011. Interest on the notes due 2014 is payable on March 28 and September 28 of each year, beginning
on September 28, 2011. Interest on the notes due 2016, the notes due 2021 and the notes due 2041 is payable on April 1 and
October 1 of each year, beginning on October 1, 2011. The floating rate notes due 2014 will mature on March 28, 2014, the
notes due 2014 will mature on March 28, 2014, the notes due 2016 will mature on April 1, 2016, the notes due 2021 will
mature on April 1, 2021 and the notes due 2041 will mature on April 1, 2041. We may not redeem the floating rate notes due
2014 prior to maturity. We may redeem the notes due 2014, the notes due 2016, the notes due 2021 and the notes due 2041,
in whole or in part, at any time prior to maturity at redemption prices to be determined using the procedure described in this
prospectus supplement. The notes will be our senior obligations and will rank on a parity with all of our existing and future
unsecured and unsubordinated indebtedness.

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

Per
Floating
Rate Note
Per Note
Per Note
Per Note
Per Note

due 2014
Total
due 2014
Total
due 2016
Total
due 2021
Total
due 2041
Total
Public Offering
Price(1)
100.000% $1,000,000,000 99.867% $1,498,005,000
99.480% $1,243,500,000
99.145% $1,487,175,000 98.333% $983,330,000
Underwriting
Discount
0.250% $
2,500,000 0.250% $
3,750,000
0.350% $
4,375,000
0.450% $
6,750,000 0.750% $ 7,500,000
Proceeds to
Verizon
Communications
Inc.
(before expenses)
99.750% $ 997,500,000 99.617% $1,494,255,000
99.130% $1,239,125,000
98.695% $1,480,425,000 97.583% $975,830,000
(1) Plus accrued interest, if any, from March 28, 2011 to date of delivery.

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The underwriters are severally underwriting the notes being offered. The underwriters expect to deliver the notes in book-
entry form only through the facilities of The Depository Trust Company and its participants, including Euroclear, S.A./N.V.,
as operator of the Euroclear System, and Clearstream Banking, société anonyme, against payment in New York, New York
on or about March 28, 2011.

Joint Book-Running Managers

Citi
J.P. Morgan
Morgan Stanley
Wells Fargo Securities
Goldman, Sachs & Co.

Barclays Capital

BofA Merrill Lynch

RBS
Senior Co-Managers

Mitsubishi UFJ Securities
UBS Investment Bank
Co-Managers

Deutsche Bank Securities

Mizuho Securities
RBC Capital Markets
Santander
Junior Co-Managers

Banca IMI

BNY Mellon Capital Markets, LLC

US Bancorp
March 23, 2011
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Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

About this Prospectus Supplement
S-2
Use of Proceeds
S-2
Description of the Notes
S-2
Certain United States Federal Income Tax Considerations
S-6
Underwriting
S-9
PROSPECTUS

About this Prospectus

2
Where You Can Find More Information

3
Verizon Communications

3
Ratios of Earnings to Fixed Charges

4
Use of Proceeds

4
Description of Capital Stock

4
Description of the Debt Securities

5
Clearing and Settlement

9
Experts
11
Legal Matters
11
Plan of Distribution
12
ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the prospectus that follows carefully before you invest. Both
documents contain important information you should consider when making your investment decision. This prospectus
supplement contains information about the specific notes being offered and the prospectus contains information about our
debt securities generally. This prospectus supplement may add, update or change information in the prospectus. You should
rely only on the information provided or incorporated by reference in this prospectus supplement and the prospectus. The
information in this prospectus supplement is accurate as of March 23, 2011. We have not authorized anyone else to provide
you with different information.
USE OF PROCEEDS
We will use the net proceeds from the sale of the notes for the repayment of commercial paper, the retirement of a portion of
the outstanding notes issued by our telephone operating company subsidiaries due on or before April 1, 2012 with interest
rates ranging from 5.65% to 6.875% and general corporate purposes. Our commercial paper outstanding at March 22, 2011
was approximately $3,736,153,000 at an average interest rate of 0.40%.
DESCRIPTION OF THE NOTES
Principal Amount, Maturity and Interest for the Floating Rate Notes due 2014
We are offering $1,000,000,000 of our floating rate notes due 2014 which will mature on March 28, 2014.
We will pay interest on the floating rate notes due 2014 at a rate per annum equal to three-month LIBOR plus 0.61%, which
rate will be reset quarterly as described below. We will pay interest on the floating rate notes due 2014 quarterly in arrears on
each March 28, June 28, September 28 and December 28, beginning June 28, 2011, each an "interest payment date."
If any interest payment date falls on a day that is not a business day, as defined below, we will make the interest payment on
the next succeeding business day unless that business day is in the next succeeding calendar month,

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in which case we will make the interest payment on the immediately preceding business day. Interest on the floating rate
notes due 2014 will be computed on the basis of a 360-day year and the actual number of days elapsed.
Interest on the floating rate notes due 2014 will accrue from, and including, March 28, 2011, to, but excluding, the first
interest payment date and then from, and including, the immediately preceding interest payment date to which interest has
been paid or duly provided for to, but excluding, the next interest payment date or the maturity date, as the case may be. We
refer to each of these periods as an "interest period." The amount of accrued interest that we will pay for any interest period
can be calculated by multiplying the face amount of the floating rate notes due 2014 by an accrued interest factor. This
accrued interest factor is computed by adding the interest factor calculated for each day from March 28, 2011, or from the
last interest payment date to which interest has been paid or duly provided for, to the date for which accrued interest is being
calculated. The interest factor for each day is computed by dividing the interest rate applicable to that day by 360. If the
maturity date of the floating rate notes due 2014 falls on a day that is not a business day, we will pay principal and interest on
the next succeeding business day, but we will consider that payment as being made on the date that the payment was due.
Accordingly, no interest will accrue on the payment for the period from and after the maturity date to the date we make the
payment on the next succeeding business day. Interest on the floating rate notes due 2014 on any interest payment date,
subject to certain exceptions, will be paid to the person in whose name the floating rate notes due 2014 are registered at the
close of business on the fifteenth calendar day, whether or not a business day, immediately preceding the interest payment
date. However, interest that we pay on the maturity date will be payable to the person to whom the principal will be payable.
When we use the term "business day" with respect to the floating rate notes due 2014, we mean any day, other than a
Saturday or a Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law,
regulation or executive order to close in The City of New York; provided that the day is also a London business day.
"London business day" means a day on which commercial banks are open for business, including dealings in U.S. dollars, in
London.
The interest rate on the floating rate notes due 2014 will be calculated by the calculation agent, which will be an independent
investment banking or commercial banking institution of international standing appointed by us, and will be equal to three-
month LIBOR plus 0.61%, except that the interest rate in effect for the period from March 28, 2011 to but excluding June 28,
2011, the initial interest reset date, as defined below, will be established by us as the rate for deposits in U.S. dollars having a
maturity of three months commencing March 28, 2011 that appears on the Designated LIBOR Page, as defined below, as of
11:00 a.m., London time, on March 24, 2011, plus 0.61%. The calculation agent will reset the interest rate on each interest
payment date, each of which we refer to as an "interest reset date." The second London business day preceding an interest
reset date will be the "interest determination date" for that interest reset date. The interest rate in effect on each day that is not
an interest reset date will be the interest rate determined as of the interest determination date pertaining to the immediately
preceding interest reset date, except that the interest rate in effect for the period from and including March 28, 2011 to but
excluding the initial interest reset date will be the initial interest rate. The interest rate in effect on any day that is an interest
reset date will be the interest rate determined as of the interest determination date pertaining to that interest reset date.
"LIBOR" will be determined by the calculation agent in accordance with the following provisions:
(1) With respect to any interest determination date, LIBOR will be the rate for deposits in U.S. dollars having a maturity of
three months commencing on the first day of the applicable interest period that appears on the Designated LIBOR Page as of
11:00 a.m., London time, on that interest determination date. If no rate appears, then LIBOR, in respect to that interest
determination date, will be determined in accordance with the provisions described in (2) below.
(2) With respect to an interest determination date on which no rate appears on the Designated LIBOR Page, as specified in
(1) above, the calculation agent will request the principal London offices of each of four major

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reference banks in the London interbank market, as selected by the calculation agent, to provide the calculation agent with its
offered quotation for deposits in U.S. dollars for the period of three months, commencing on the first day of the applicable
interest period, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that interest
determination date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at
that time. If at least two quotations are provided, then LIBOR on that interest determination date will be the arithmetic mean
of those quotations. If fewer than two quotations are provided, then LIBOR on the interest determination date will be the
arithmetic mean of the rates quoted at approximately 11:00 a.m., in The City of New York, on the interest determination date
by three major banks in The City of New York selected by the calculation agent for loans in U.S. dollars to leading European
banks, having a three-month maturity and in a principal amount that is representative for a single transaction in U.S. dollars
in that market at that time; provided, however, that if the banks selected by the calculation agent are not providing quotations
in the manner described by this sentence, LIBOR determined as of that interest determination date will be LIBOR in effect on
that interest determination date.
"The Designated LIBOR Page" means the Reuters screen "LIBOR01" page, or any successor page on Reuters selected by us
with the consent of the calculation agent, or if we determine that no such successor page shall exist on Reuters, an equivalent
page on any successor service selected by us with the consent of the calculation agent.
We may issue additional floating rate notes due 2014 in the future.
Principal Amount, Maturity and Interest for the Notes due 2014, the Notes due 2016, the Notes due 2021 and the
Notes due 2041
We are offering $1,500,000,000 of our notes due 2014 which will mature on March 28, 2014, $1,250,000,000 of our notes
due 2016 which will mature on April 1, 2016, $1,500,000,000 of our notes due 2021 which will mature on April 1, 2021 and
$1,000,000,000 of our notes due 2041 which will mature on April 1, 2041.
We will pay interest on the notes due 2014 at the rate of 1.95% per annum, on March 28 of each year to holders of record on
the preceding March 13, and on September 28 of each year to holders of record on the preceding September 13. We will pay
interest on the notes due 2016 at the rate of 3.00% per annum, interest on the notes due 2021 at the rate of 4.60% per annum
and interest on the notes due 2041 at the rate of 6.00% per annum, in each case, on April 1 of each year to holders of record
on the preceding March 15, and on October 1 of each year to holders of record on the preceding September 15. If interest or
principal on the notes is payable on a Saturday, Sunday or any other day when banks are not open for business in The City of
New York, we will make the payment on the next business day, and no interest will accrue as a result of the delay in
payment. The first interest payment date on the notes due 2014 is September 28, 2011. The first interest payment date on the
notes due 2016, the notes due 2021 and the notes due 2041 is October 1, 2011. Interest on the notes due 2014, the notes due
2016, the notes due 2021 and the notes due 2041 will accrue from March 28, 2011, and will accrue on the basis of a 360-day
year consisting of 12 months of 30 days.
We may issue additional notes due 2014, notes due 2016, notes due 2021 and notes due 2041 in the future.
Form
The notes will only be issued in book-entry form, which means that the notes of each series will be represented by one or
more permanent global certificates registered in the name of The Depository Trust Company, New York, New York,
commonly known as DTC, or its nominee. You may hold interests in the notes directly through DTC, Euroclear Bank,
S.A./N.V., commonly known as Euroclear, or Clearstream Banking, société anonyme, Luxembourg, commonly known as
Clearstream, if you are a participant in any of these clearing systems, or indirectly through organizations which are
participants in those systems. Links have been established among DTC, Clearstream and Euroclear to facilitate the issuance
of the notes and cross-market transfers of the notes associated with secondary market trading. DTC is linked indirectly to
Clearstream and Euroclear through the depositary accounts of their respective U.S. depositaries. Beneficial interests in the
notes may be held in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. Notes of each
series in book-entry form that can be exchanged for definitive notes of the applicable series under the circumstances

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described in the accompanying prospectus under the caption "CLEARING AND SETTLEMENT" will be exchanged only
for definitive notes of the applicable series issued in minimum denominations of $2,000 and multiples of $1,000 in excess of
$2,000.
Redemption of the Floating Rate Notes due 2014
We may not redeem the floating rate notes due 2014 prior to maturity. However, we may at any time purchase the floating
rate notes due 2014 by tender, in the open market or by private agreement, subject to applicable law.
Redemption of the Notes due 2014, the Notes due 2016, the Notes due 2021 and the Notes due 2041
We have the option to redeem any of the notes due 2014, the notes due 2016, the notes due 2021 or the notes due 2041 on not
less than 30 nor more than 60 days' notice, in whole or in part, at any time prior to maturity, at a redemption price equal to
the greater of:
(1) 100% of the principal amount of the notes being redeemed, or
(2) 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 15 basis
points for the notes due 2014, the Treasury Rate plus 20 basis points for the notes due 2016, the Treasury Rate plus 25 basis
points for the notes due 2021 and the Treasury Rate plus 30 basis points for the notes due 2041,
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(519)" or any successor publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or
extrapolated from those yields on a straight-line basis, rounding to the nearest month), or
(2) if that release (or any successor release) is not published during the week preceding the calculation date or does not
contain those yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as
having a maturity comparable to the remaining term, referred to as the Remaining Life, of the notes due 2014, the notes due
2016, the notes due 2021 or the notes due 2041, as the case may be, to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the notes due 2014, the notes due 2016, the notes due 2021 or the notes due
2041, as the case may be.
"Independent Investment Banker" means an independent investment banking or commercial banking institution of national
standing appointed by us.

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"Comparable Treasury Price" means (1) the average of three Reference Treasury Dealer Quotations for that date of
redemption, or (2) if the Independent Investment Banker is unable to obtain three Reference Treasury Dealer Quotations, the
average of all quotations obtained.
"Reference Treasury Dealer" means (1) any independent investment banking or commercial banking institution of national
standing and any of its successors appointed by us, provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in the United States, referred to as a Primary Treasury Dealer, we shall substitute therefor
another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker
and approved in writing by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any date of redemption,
the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker
at 3:30 p.m., New York City time, on the third business day preceding the date of redemption.
In addition, we may at any time purchase the notes due 2014, the notes due 2016, the notes due 2021 or the notes due 2041
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.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain U.S. federal income tax considerations relevant to the purchase, ownership and
disposition of the notes under current law (which is subject to change, possibly on a retroactive basis). The summary applies
only to holders who are beneficial owners of the notes who purchase the notes in the original offering at the initial offering
prices indicated in this prospectus supplement and own the notes as capital assets. The summary does not purport to be a
complete analysis of all the potential U.S. federal income tax consequences relating to the purchase, ownership and
disposition of the notes and does not address the U.S. federal income tax consequences to holders that are subject to special
treatment, including:

·
dealers in securities or currencies;

·
insurance companies;

·
financial institutions or "financial services institutions;" thrifts;

·
tax-exempt entities;

·
regulated investment companies;

·
real estate investment trusts;

·
brokers or dealers;

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·
persons who hold notes as part of a straddle, hedge, conversion transaction, or other integrated investment;

·
traders in securities that elect to use a mark-to-market method of accounting;

·
persons subject to alternative minimum tax;

·
U.S. Holders (as defined below) that have a "functional currency" other than the United States dollar;

·
certain expatriates or former long-term residents of the United States; or

·
partnerships or pass-through entities or investors in partnerships or pass-through entities that hold the notes.
This summary does not address the effect of any U.S. state or local income or other tax laws, any U.S. federal estate and gift
tax laws, any foreign tax laws, or any tax treaties.
For purposes of the following discussion, "U.S. Holder" means a beneficial owner of a note who is for U.S. federal income
tax purposes:

·
an individual citizen or resident of the United States;

·
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in

or under the laws of the United States or of any State or political subdivision thereof or therein, including the
District of Columbia;

·
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

·
a trust with respect to which (i) a court within the United States is able to exercise primary supervision over its
administration and (ii) one or more U.S. persons have the authority to control all of its substantial decisions, or

certain trusts that were in existence on August 19, 1996, were treated as domestic trusts on that date and have made
valid elections to be treated as U.S. persons for U.S. federal income tax purposes.
For purposes of the following discussion, "Non-U.S. Holder" means any beneficial owner of the notes that is not a
U.S. Holder.
Circular 230 Disclosure
TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, HOLDERS ARE HEREBY
NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS PROSPECTUS SUPPLEMENT IS
NOT INTENDED OR WRITTEN BY US TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY HOLDERS
FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE UNITED
STATES INTERNAL REVENUE CODE OF 1986; (B) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH
THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND
(C) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN
INDEPENDENT TAX ADVISOR.
U.S. Holders
Taxation of Interest. We will treat the interest payable on the notes as "qualified stated interest." Accordingly, interest
payable on the notes generally will be included in a U.S. Holder's gross income as ordinary income in accordance with the
holder's regular method of tax accounting.

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Sale, Exchange, Redemption or Other Taxable Disposition. Upon a sale, exchange or other taxable disposition of the notes,
the U.S. Holder will recognize a gain or loss equal to the difference, if any, between the amount realized and the holder's
adjusted tax basis in the notes. The amount of any proceeds attributable to accrued but unpaid interest will not be taken into
account in computing the holder's gain or loss. Instead, that portion will be recognized as ordinary income to the extent that
the holder has not previously included the accrued interest in income.
A gain or loss recognized generally will be treated as a capital gain or loss and generally will be treated as a long- term
capital gain or loss if, at the time of the sale or exchange, the holder has held the notes for more than one year. Non-corporate
taxpayers are subject to a reduced tax rate on their long-term capital gains. All taxpayers are subject to certain limitations on
the deductibility of their capital losses.
Non-U.S. Holders
U.S. Federal Withholding Tax. U.S. federal withholding tax will not apply to any payment made to a Non-U.S. Holder of
principal or interest on the notes, provided that:

·
the holder does not own 10% or more of the total combined voting power of all classes of our voting stock for

U.S. federal income tax purposes;

·
the holder is not a controlled foreign corporation that is related to us through stock ownership; and

·
the holder (a) provides a properly executed Internal Revenue Service, referred to as the IRS, Form W-8BEN (or a
suitable substitute form), and certifies, under penalties of perjury, that it is not a U.S. person or (b) holds the notes

through a qualified intermediary or withholding foreign partnership that has entered into a withholding agreement
with the IRS or through a clearing organization or other financial institution and, in each case, certain certification
requirements are satisfied.
Interest payments that are effectively connected with the conduct of a trade or business by a Non-U.S. Holder within the
United States are not subject to the U.S. federal withholding tax, but instead are subject to U.S. federal income tax, as
described below.
If a Non-U.S. Holder cannot satisfy the requirements described above, payments of interest will be subject to the 30%
U.S. federal withholding tax subject to reduction under any applicable tax treaty.
United States Federal Income Tax. If a Non-U.S. Holder is engaged in a trade or business in the United States and interest on
the notes is effectively connected with the conduct of that trade or business, the holder will be subject to U.S. federal income
tax (but not withholding tax) on that interest on a net income basis in the same manner as if it were a U.S. person. In addition,
in certain circumstances, if the Non-U.S. Holder is a foreign corporation, it may be subject to a 30% (or, if a tax treaty
applies, a lower rate as provided) branch profits tax.
Any gain or income realized by a Non-U.S. Holder on the disposition of the notes will generally not be subject to U.S. federal
income tax unless:

·
the gain or income is effectively connected with its conduct of a trade or business in the United States; or

·
the holder is an individual who is present in the United States for 183 days or more in the taxable year of the

disposition and certain other conditions are met.
Information Reporting and Backup Withholding
Information reporting to the IRS may be required with respect to payments of principal or interest on the notes and payments
of proceeds of the disposition of the notes to holders other than corporations and other exempt

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recipients. A "backup" withholding tax may apply to those payments that are subject to information reporting if the holder
fails to provide certain required documentation to the payor. Non-U.S. Holders may be required to comply with certification
procedures to establish that they are not U.S. Holders in order to avoid information reporting and backup withholding.
Holders should consult their tax advisors about the procedures for obtaining an exemption from backup withholding.
Amounts withheld under the backup withholding rules will be refunded or allowed as a credit against a holder's U.S. federal
income tax liabilities if the required information is furnished to the IRS.
UNDERWRITING
Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. Incorporated, Wells Fargo Securities,
LLC, Goldman, Sachs & Co., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities
Inc. are acting as joint book-running managers for the notes.
Subject to the terms and conditions stated in the purchase agreement dated the date of this prospectus supplement, each
underwriter named below has agreed to purchase, and we have agreed to sell to that underwriter, the principal amount of
floating rate notes due 2014, notes due 2014, notes due 2016, notes due 2021 and notes due 2041 set forth opposite the
underwriter's name.

Principal
Amount of
Principal
Principal
Principal
Principal
Floating Rate
Amount of
Amount of
Amount of
Amount of
Underwriters
Notes due 2014 Notes due 2014 Notes due 2016 Notes due 2021 Notes due 2041
Citigroup Global Markets Inc.
$ 100,000,000 $ 150,000,000 $ 125,000,000 $ 150,000,000 $ 100,000,000
J.P. Morgan Securities LLC

100,000,000
150,000,000
125,000,000
150,000,000
100,000,000
Morgan Stanley & Co. Incorporated

100,000,000
150,000,000
125,000,000
150,000,000
100,000,000
Wells Fargo Securities, LLC

100,000,000
150,000,000
125,000,000
150,000,000
100,000,000
Goldman, Sachs & Co.

100,000,000
150,000,000
125,000,000
150,000,000
100,000,000
Barclays Capital Inc.

100,000,000
150,000,000
125,000,000
150,000,000
100,000,000
Merrill Lynch, Pierce, Fenner & Smith

Incorporated

100,000,000
150,000,000
125,000,000
150,000,000
100,000,000
RBS Securities Inc.

100,000,000
150,000,000
125,000,000
150,000,000
100,000,000
Mitsubishi UFJ Securities (USA), Inc.

40,000,000
60,000,000
50,000,000
60,000,000
55,000,000
UBS Securities LLC

40,000,000
60,000,000
50,000,000
60,000,000
55,000,000
Deutsche Bank Securities Inc.

20,000,000
30,000,000
25,000,000
30,000,000
20,000,000
Mizuho Securities USA Inc.

0
0
0
0
30,000,000
RBC Capital Markets, LLC

20,000,000
30,000,000
25,000,000
30,000,000
20,000,000
Santander Investment Securities Inc.

20,000,000
30,000,000
25,000,000
30,000,000
20,000,000
Banca IMI S.p.A.

10,000,000
15,000,000
12,500,000
15,000,000
0
BNY Mellon Capital Markets, LLC

10,000,000
15,000,000
12,500,000
15,000,000
0
U.S. Bancorp Investments, Inc.

10,000,000
15,000,000
12,500,000
15,000,000
0
Guzman & Company

7,500,000
11,250,000
9,375,000
11,250,000
0
Loop Capital Markets LLC

7,500,000
11,250,000
9,375,000
11,250,000
0
Samuel A. Ramirez & Company, Inc.

7,500,000
11,250,000
9,375,000
11,250,000
0
The Williams Capital Group, L.P.

7,500,000
11,250,000
9,375,000
11,250,000
0

Total
$ 1,000,000,000 $ 1,500,000,000 $ 1,250,000,000 $ 1,500,000,000 $ 1,000,000,000

The purchase agreement provides that the obligations of the underwriters to purchase the notes included in this offering are
subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the
notes if they purchase any of the notes.
The underwriters propose to offer some of the notes directly to the public at the public offering prices set forth on the cover
page of this prospectus supplement and some of such notes to dealers at the public offering prices less a concession not to
exceed 0.150% of the principal amount of the floating rate notes due 2014, 0.150% of the principal amount of the notes due
2014, 0.200% of the principal amount of the notes due 2016, 0.300% of the principal amount of the notes due 2021 and
0.450% of the principal amount of the notes due 2041. The underwriters may allow, and dealers may reallow, a concession
not to exceed 0.100% of the principal amount of the floating rate notes due 2014, 0.100% of the principal amount of the notes
due 2014, 0.100% of the principal amount of the notes due 2016, 0.125% of the principal amount of the notes due 2021 and
0.225% of the principal amount of the notes due 2041 on sales to other dealers. After the initial offering of the notes to the
public, the joint book-running managers may change the public offering prices and concessions.

S-9
http://www.sec.gov/Archives/edgar/data/732712/000119312511076764/d424b2.htm
3/25/2011