Bond VeriCom 1.1% ( US92343VBF04 ) in USD

VeriCom

100 % ⇌

United States

US92343VBF04 ( in USD )

1.1% per year ( payment 2 times a year)

01/11/2017 - Bond has expired

Prospectus brochure of the bond Verizon Communications US92343VBF04 in USD 1.1%, expired

2 000 USD

500 000 000 USD

92343VBF0

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

Verizon Communications is a leading American telecommunications conglomerate providing wireless and wireline services, including internet, television, and voice communication, operating across the United States and internationally.

The Bond issued by VeriCom ( United States ) , in USD, with the ISIN code US92343VBF04, pays a coupon of 1.1% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/11/2017

The Bond issued by VeriCom ( United States ) , in USD, with the ISIN code US92343VBF04, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by VeriCom ( United States ) , in USD, with the ISIN code US92343VBF04, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
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424B2 1 d431906d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-179402

PROSPECTUS SUPPLEMENT (To Prospectus Dated November 2, 2012)

$1,000,000,000 0.70% Notes due 2015
$500,000,000 1.10% Notes due 2017
$1,750,000,000 2.45% Notes due 2022
$1,250,000,000 3.85% Notes due 2042

We are offering $1,000,000,000 of our notes due 2015, $500,000,000 of our notes due 2017, $1,750,000,000 of our notes due 2022 and $1,250,000,000 of our notes due 2042. The
notes due 2015 will bear interest at a rate of 0.70% per year, the notes due 2017 will bear interest at the rate of 1.10% per year, the notes due 2022 will bear interest at the rate of
2.45% per year and the notes due 2042 will bear interest at a rate of 3.85% per year.
Interest on the notes due 2015 is payable on May 2 and November 2, beginning on May 2, 2013. Interest on the notes due 2017, the notes due 2022 and the notes due 2042 is
payable on May 1 and November 1 of each year, beginning on May 1, 2013. The notes due 2015 will mature on November 2, 2015, the notes due 2017 will mature on November 1,
2017, the notes due 2022 will mature on November 1, 2022 and the notes due 2042 will mature on November 1, 2042. We may not redeem the notes due 2015 prior to maturity. We
may redeem the notes due 2017, the notes due 2022 and the notes due 2042, 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.
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Per Note
Per Note
Per Note
Per Note
due
due
due

due 2015

Total

2017

Total

2022

Total

2042

Total

Public Offering Price(1)
99.982%
$999,820,000 99.788% $498,940,000 99.895% $1,748,162,500 99.859% $1,248,237,500
Underwriting Discount
0.250%

$ 2,500,000 0.350% $ 1,750,000 0.450% $
7,875,000 0.750% $
9,375,000
Proceeds to Verizon Communications Inc. (before
expenses)
99.732%
$997,320,000 99.438% $497,190,000 99.445% $1,740,287,500 99.109% $1,238,862,500
(1) Plus accrued interest, if any, from November 7, 2012 to date of delivery.

The underwriters are severally underwriting the notes being offered. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository
Trust Company 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 November 7, 2012.

Joint Book-Running Managers

Barclays

BofA Merrill Lynch

J.P. Morgan

RBS
Citigroup

Goldman, Sachs & Co.

RBC Capital Markets
Wells Fargo Securities
Senior Co-Managers

Credit Suisse

Deutsche Bank Securities
Mitsubishi UFJ Securities
Mizuho Securities
Santander
UBS Investment Bank
Co-Managers

Lloyds Securities

SMBC Nikko

US Bancorp
November 2, 2012
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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-3
Certain United States Federal Income Tax Considerations

S-5
Underwriting

S-8
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 November 2, 2012. We have not authorized anyone
else to provide you with different information.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the notes for one or more of the following purposes:

· the retirement prior to maturity of all or a portion of one or more of the following series of securities:

-
4.35% notes due 2013 issued by Verizon Communications Inc. in an aggregate principal amount of $750,000,000;

-
4.625% debentures, series A due 2013 issued by our subsidiary, Verizon Virginia Inc., in an aggregate principal amount of $1,000,000,000; and

-
8.75% notes due 2018 issued by Verizon Communications Inc. in an aggregate principal amount of $2,000,000,000;

· the purchase of any and all notes that are validly tendered in connection with the tender offer commenced by us on November 2, 2012, for any and all of our

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$1,250,000,000 of 8.95% notes due 2039; and

· general corporate purposes.

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DESCRIPTION OF THE NOTES
Principal Amount, Maturity and Interest
We are offering $1,000,000,000 of our notes due 2015 which will mature on November 2, 2015, $500,000,000 of our notes due 2017 which will mature on November 1, 2017,
$1,750,000,000 of our notes due 2022 which will mature on November 1, 2022 and $1,250,000,000 of our notes due 2042 which will mature on November 1, 2042.
We will pay interest on the notes due 2015 at a rate of 0.70% per annum on May 2 of each year to holders of record on the preceding April 17, and on November 2 of each year to
holders of record on the preceding October 18. We will pay interest on the notes due 2017 at the rate of 1.10% per annum, interest on the notes due 2022 at the rate of 2.45% per
annum and interest on the notes due 2042 at the rate of 3.85% per annum, in each case, on May 1 of each year to holders of record on the preceding April 15, and on November 1 of
each year to holders of record on the preceding October 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 2015 is May 2, 2013. The first interest payment date on the notes due 2017, the notes due 2022 and the notes due 2042 is May 1, 2013. Interest on the notes due
2015, the notes due 2017, the notes due 2022 and the notes due 2042 will accrue from November 7, 2012, and will accrue on the basis of a 360-day year consisting of 12 months of
30 days.
We may issue additional notes due 2015, notes due 2017, notes due 2022 and notes due 2042 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 these systems. Links have been established among DTC, Clearstream and Euroclear to facilitate the
issuance of the notes and cross-market transfers of the notes associated with secondary market trading. DTC is linked indirectly to Clearstream and Euroclear through the
depositary accounts of their respective U.S. depositaries. Beneficial interests in the notes may be held in minimum denominations of $2,000 and integral multiples of $1,000 in
excess of $2,000. Notes 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 multiples of $1,000 in excess of $2,000.
Redemption
We may not redeem the notes due 2015 prior to maturity.
We have the option to redeem any of the notes due 2017, the notes due 2022 or the notes due 2042 on not less than 30 nor more than 60 days' notice, in whole or in part,
(1) in the case of the notes due 2017, at any time prior to maturity, in the case of the notes due 2022, at any time prior to August 1, 2022 (three months prior to maturity) and in the
case of the notes due 2042, at any time prior to May 1, 2042 (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

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(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 10 basis points for the notes due 2017, the Treasury Rate plus 12.5 basis points for the notes due 2022 and the Treasury Rate plus 15 basis points for the notes due 2042, plus,
in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the date of redemption, and
(2) in the case of the notes due 2022, at any time on or after August 1, 2022, and in the case of the notes due 2042, at any time on or after May 1, 2042, 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 due 2017, the notes due 2022 or the notes due 2042, 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
2017, the notes due 2022 or the notes due 2042, as the case may be.
"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.

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"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 2015, the notes due 2017, the notes due 2022 or the notes due 2042 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;

· 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;

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· persons subject to alternative minimum tax;

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· 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 state or local income or other tax laws, any U.S. federal estate and gift tax laws, the Medicare tax on net investment income, 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.
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.

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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 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.

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