Obbligazione VeriCom 3% ( US92343VCN29 ) in USD

VeriCom

100 USD ⇌

Stati Uniti

US92343VCN29 ( in USD )

3% per anno ( pagato 2 volte l'anno)

01/11/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Verizon Communications US92343VCN29 in USD 3%, scaduta

2 000 USD

1 500 000 000 USD

92343VCN2

N/A

Verizon Communications è una delle maggiori aziende di telecomunicazioni statunitensi, offrendo servizi di telefonia mobile, fissa, internet e televisione.

The Obbligazione issued by VeriCom ( United States ) , in USD, with the ISIN code US92343VCN29, pays a coupon of 3% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/11/2021

Prospectus Supplement
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424B2 1 d807126d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-190954
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Amount
Maximum
Maximum
Title of each class of
to be
Offering Price
Aggregate
Amount of
securities to be registered
Registered
per unit
Offering Price
Registration Fee(1)
US$
US$
US$
$1,500,000,000 3.00% Notes due 2021
1,500,000,000
99.699%
1,495,485,000
173,775.36
$2,500,000,000 3.50% Notes due 2024
2,500,000,000
99.340%
2,483,500,000
288,582.70
$2,500,000,000 4.20% Notes due 2034
2,500,000,000
99.276%
2,481,900,000
288,396.78
(1) Calculated in accordance with Rule 457(r) of the US Securities Act of 1933, as amended.
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Prospectus Supplement
(To Prospectus Dated October 22, 2014)
$6,500,000,000
Verizon Communications Inc.
$1,500,000,000 3.00% Notes due 2021
$2,500,000,000 3.50% Notes due 2024
$2,500,000,000 4.40% Notes due 2034
We are offering $1,500,000,000 of our notes due 2021 (the "notes due 2021"), $2,500,000,000 of our notes due 2024 (the "notes
due 2024") and $2,500,000,000 of our notes due 2034 (the "notes due 2034" and, together with the notes due 2021 and the notes due
2024, the "notes"). The notes due 2021 will bear interest at the rate of 3.00% per year, the notes due 2024 will bear interest at the rate of
3.50% per year and the notes due 2034 will bear interest at the rate of 4.40% per year.
Interest on the notes is payable on May 1 and November 1 of each year, beginning on May 1, 2015. The notes due 2021 will mature
on November 1, 2021, the notes due 2024 will mature on November 1, 2024 and the notes due 2034 will mature on November 1, 2034.
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 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.
Notes due
Notes due
Notes due
2021
Total
2024
Total
2034
Total
Public Offering Price (1)
99.699% $1,495,485,000
99.340% $2,483,500,000
99.276% $2,481,900,000
Underwriting Discount (2)
0.40% $
6,000,000
0.45% $
11,250,000
0.75% $
18,750,000
Proceeds to Verizon Communications
Inc. (before expenses) (2)
99.299% $1,489,485,000
98.890% $2,472,250,000
98.526% $2,463,150,000
(1) Plus accrued interest, if any, from October 29, 2014 to the date of delivery.
(2) Before reimbursement of expenses in connection with this offering, which the underwriters have agreed to make to us. See
"Underwriting."
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 October 29, 2014.
Joint Book-Running Managers
J.P. Morgan
Morgan Stanley
Wells Fargo Securities
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Prospectus Supplement
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Citigroup
Deutsche Bank
Mizuho Securities
RBS
Senior Co-Manager
BNY Mellon Capital Markets, LLC
Co-Managers
CastleOak Securities, L.P.
C.L. King & Associates
Drexel Hamilton
Lebenthal Capital Markets
Loop Capital Markets
US Bancorp
October 22, 2014
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Prospectus Supplement
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Table of Contents
TABLE OF CONTENTS
Page
PROSPECTUS SUPPLEMENT
About this Prospectus Supplement
S-i
Recent Developments
S-1
Use of Proceeds
S-2
Description of the Notes
S-2
U.S. Federal Income Tax Considerations
S-4
Underwriting
S-8
PROSPECTUS
About This Prospectus
1
Where You Can Find More Information
2
Disclosure Regarding Forward-Looking Statements
2
Verizon Communications
3
Ratios of Earnings to Fixed Charges
3
Use of Proceeds
3
Description of Capital Stock
3
Description of the Debt Securities
4
Clearing and Settlement
8
Experts
10
Legal Matters
11
Plan of Distribution
11
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, and
the underwriters 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.
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RECENT DEVELOPMENTS
On October 21, 2014, we announced our unaudited preliminary results for the third quarter 2014 and the nine months
ended September 30, 2014. For the third quarter 2014, we reported net income attributable to Verizon of $3.7 billion, or
$0.89 per diluted share, compared with $2.2 billion, or $0.78 per diluted share, in the third quarter 2013. Reported
earnings in the third quarter 2013 included a gain on spectrum license transactions and incremental interest expense
related to the financing of Verizon's purchase of Vodafone Group Plc's indirect 45% interest in Cellco Partnership d/b/a
Verizon Wireless. For the nine months ended September 30, 2014, we reported earnings attributable to Verizon of
$11.9 billion, or $3.03 per diluted share, compared with $6.4 billion, or $2.24 per diluted share, for the nine months ended
September 30, 2013.
During the third quarter 2014, consolidated operating revenues of $31.6 billion increased 4.3% from $30.3 billion in
the third quarter 2013. Consolidated operating revenues for the nine months ended September 30, 2014 were $93.9 billion,
an increase of 4.9% compared to $89.5 billion for the corresponding period in 2013.
Total operating expenses were $24.7 billion in the third quarter 2014 and $72.2 billion for the nine months ended
September 30, 2014, an increase of 6.7% and 3.7%, respectively, from the corresponding periods in 2013.
Total operating revenues from our Wireless segment were $21.8 billion for the third quarter 2014 and $64.2 billion
for the nine months ended September 30, 2014, an increase of 7.0% and 7.2%, respectively, from the corresponding
periods in 2013. Wireless total operating expenses were $14.9 billion for the third quarter 2014 and $42.9 billion for the
nine months ended September 30, 2014, an increase of 10.1% and 7.0%, respectively, from the corresponding periods in
2013. Total operating revenues from our Wireline segment were $9.6 billion for the third quarter 2014 and $28.9 billion
for the nine months ended September 30, 2014, a decrease of 0.8% and 0.1%, respectively, from the corresponding
periods in 2013. Wireline total operating expenses were $9.4 billion for the third quarter 2014 and $28.3 billion for the
nine months ended September 30, 2014, a decrease of 1.7% and 1.6%, respectively, from the corresponding periods in
2013.
Cash flows from operating activities were $23.2 billion for the nine months ended September 30, 2014, compared
with $28.4 billion for the nine months ended September 30, 2013. For the nine months ended September 30, 2014, net
cash used in investing activities was $10.4 billion, including $12.6 billion in capital expenditures. Net cash used in
financing activities was $59.0 billion for the nine months ended September 30, 2014. Our total debt increased by $10.1
billion compared with September 30, 2013, to $109.2 billion at September 30, 2014.
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USE OF PROCEEDS
We intend to use the net proceeds from the sale of the notes primarily to redeem all or a portion of one or more of the
following series of securities:
·
4.90% notes due 2015 issued by us, with an outstanding aggregate principal amount of $500,000,000,
·
5.55% notes due 2016 issued by us, with an outstanding aggregate principal amount of $598,324,000,
·
3.00% notes due 2016 issued by us, with an outstanding aggregate principal amount of $1,250,000,000,
·
2.50% notes due 2016 issued by us, with an outstanding aggregate principal amount of $3,182,335,000,
·
5.50% notes due 2017 issued by us, with an outstanding aggregate principal amount of $396,969,000,
·
8.75% notes due 2018 issued by us, with an outstanding aggregate principal amount of $735,653,000,
·
7.00% debentures due 2016 issued by our subsidiary Alltel Corporation, with an outstanding aggregate principal
amount of $143,328,000 and
·
8.50% notes due 2018 issued by our subsidiaries Cellco Partnership and Verizon Wireless Capital LLC, with an
outstanding aggregate principal amount of $380,591,000.
We expect that the redemptions will be completed during the fourth quarter of 2014. Any remaining net proceeds will
be used for general corporate purposes.
DESCRIPTION OF THE NOTES
Principal Amount, Maturity and Interest for the Notes
We are offering $1,500,000,000 of our notes due 2021 which will mature on November 1, 2021, $2,500,000,000 of
our notes due 2024 which will mature on November 1, 2024 and $2,500,000,000 of our notes due 2034 which will mature
on November 1, 2034.
We will pay interest on the notes due 2021 at the rate of 3.00% per annum, interest on the notes due 2024 at the rate
of 3.50% per annum and interest on the notes due 2034 at the rate of 4.40% per annum, in each case, on May 1 of each
year to holders of record on the preceding April 17 and on November 1 of each year to holders of record on the preceding
October 18. 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 is May 1, 2015. Interest on the notes
will accrue from October 29, 2014 and will accrue on the basis of a 360-day year consisting of 12 months of 30 days.
We may issue additional notes due 2019, notes due 2024 and notes due 2034 in the future.
Form and Denomination
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 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
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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 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 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) in the case of the notes due 2021, at any time prior to September 1, 2021 (two months prior to maturity), in the
case of the notes due 2024, at any time prior to August 1, 2024 (three months prior to maturity) and in the case
of the notes due 2034, at any time prior to May 1, 2034 (six 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 for the notes due 2021, the Treasury Rate plus 25 basis
points for the notes due 2024 and the Treasury Rate plus 25 basis points for the notes due 2034, and
(2) in the case of the notes due 2021, at any time on or after September 1, 2021 (two months prior to maturity), in
the case of the notes due 2024, at any time on or after August 1, 2024 (three months prior to maturity) and in the
case of the notes due 2034, at any time on or after May 1, 2034 (six 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(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 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.
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"Independent Investment Banker" means an independent investment banking or commercial banking institution of
national standing appointed by us.
"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 all or some 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.
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 of the applicable series 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 for U.S. federal income tax purposes. 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
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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 (x) 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 (y) 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.
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, U.S. FEDERAL
ESTATE AND OTHER TAX CONSIDERATIONS RELATING TO THE PURCHASE, OWNERSHIP AND
DISPOSITION OF THE NOTES IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES.
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 original issue discount ("OID"). However, if the notes of
any series are issued with more than de minimis OID, each U.S. Holder of a note of such series generally will be required
to include OID in income (as interest) as it accrues, regardless of its regular method of accounting for U.S. federal income
tax purposes, using a constant yield method, before such U.S. Holder receives any payment attributable to such income.
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.
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
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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:
(a) 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
(b) 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 (a)(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, Form W-8BEN-E or any
suitable successor form), 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 (a) 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 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 as a 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
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