Obligation VeriCom 5.55% ( US92343VAC81 ) en USD

VeriCom

100 % ⇌

Etas-Unis

US92343VAC81 ( en USD )

5.55% par an ( paiement semestriel )

15/02/2016 - Obligation échue

Prospectus brochure de l'obligation Verizon Communications US92343VAC81 en USD 5.55%, échue

5 000 USD

1 250 000 000 USD

92343VAC8

Verizon Communications est une société américaine de télécommunications offrant des services sans fil, Internet haut débit fixe et télévision par câble à des clients résidentiels et commerciaux aux États-Unis et dans certains pays internationaux.

Verizon Communications (US92343VAC81, CUSIP 92343VAC8) a émis une obligation américaine de 1 250 000 000 USD à 5,55 % de taux d'intérêt, échéant le 15/02/2016, avec un prix actuel au marché de 100 %, une taille minimale d'achat de 5 000 USD et une fréquence de paiement semestrielle, obligation depuis remboursée à maturité et non notée par Standard & Poors (S&P) ni Moody's.

FILED PURSUANT TO RULE 424(B)(2)
424B2 1 y17245be424b2.htm FILED PURSUANT TO RULE 424(B)(2)
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FILED PURSUANT TO RULE 424(B)(2)
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-109028
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 9, 2006)
$4,000,000,000

Verizon Communications Inc.
$500,000,000 5.35% Notes due 2011
$1,250,000,000 5.55% Notes due 2016
$500,000,000 5.85% Notes due 2035
$1,750,000,000 Floating Rate Notes due 2007

We are offering $500,000,000 of our notes due 2011, $1,250,000,000 of our notes due 2016, $500,000,000 of our notes due 2035 and
$1,750,000,000 of our floating rate notes due 2007. The notes due 2011 will bear interest at the rate of 5.35% per year, the notes due 2016 will
bear interest at the rate of 5.55% per year, the notes due 2035 will bear interest at the rate of 5.85% per year and the floating rate notes due 2007
will bear interest at a rate equal to three-month LIBOR plus 0.130% and will be reset quarterly. Interest on the notes due 2011 and the notes due
2016 is payable on February 15 and August 15 of each year, beginning on August 15, 2006. Interest on the notes due 2035 is payable on March 15
and September 15 of each year, beginning on March 15, 2006. Interest on the floating rate notes due 2007 will be payable quarterly on
February 15, May 15, August 15 and November 15, beginning on May 15, 2006. The notes due 2011 will mature on February 15, 2011, the notes
due 2016 will mature on February 15, 2016, the notes due 2035 will mature on September 15, 2035 and the floating rate notes due 2007 will
mature on August 15, 2007. We may redeem the notes due 2011, the notes due 2016 and the notes due 2035, 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. We may redeem the floating rate
notes due 2007, in whole or in part, at any time on or after August 15, 2006 at a redemption price equal to 100% of the principal amount being
redeemed plus accrued interest.
The notes due 2035 described in this prospectus supplement constitute a further issuance of, and will be consolidated, fungible and form a
single series with, our outstanding $1,000,000,000 of notes due 2035. The notes due 2035 were originally issued by Verizon Global Funding Corp.
on September 13, 2005 and became obligations of and by us as a result of the merger of Verizon Global Funding Corp. into us on February 1,
2006. Following this offering, the total outstanding amount of the notes due 2035 will be $1,500,000,000.
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

Per Note

Per Note

Per Note

Rate Note

due 2011
Total

due 2016
Total

due 2035
Total

due 2007
Total

Public Offering

Price(1)
99.779%
$498,895,000(2) 99.199%
$1,239,987,500(2) 93.535%
$467,675,000(3)
100.00%
$1,750,000,000(2)
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Underwriting

Discount
0.350%
$
1,750,000
0.450%
$
5,625,000
0.875%
$
4,375,000
0.150%
$
2,625,000
Proceeds to
Verizon
Communications

Inc.
(before expenses)
(1)
99.429%
$497,145,000(2) 98.749%
$1,234,362,500(2) 92.660%
$463,300,000(3)
99.850%
$1,747,375,000(2)

(1) Before reimbursement of expenses which the underwriters have agreed to make to us. See "UNDERWRITING."
(2) Plus accrued interest, if any, from February 15, 2006 to date of delivery.
(3) Plus accrued interest from September 13, 2005 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, Clearstream Banking, société anonyme or the Euroclear System against payment in New
York, New York on or about February 15, 2006.

Joint Book-Running Managers
for Notes due 2011, Notes due 2016 and Notes due 2035
Morgan Stanley & Co. Incorporated
Banc of America Securities LLC
Goldman, Sachs & Co.
Joint Book-Running Managers
for Floating Rate Notes due 2007
Morgan Stanley & Co. Incorporated
HSBC Securities (USA) Inc.
Merrill Lynch & Co.
Senior Co-Managers
Lehman Brothers

Mitsubishi UFJ Securities

Wachovia Capital Markets, LLC

Credit Suisse

UBS Investment Bank

RBC Dain Rauscher Inc.

RBS Greenwich Capital
Co-Managers
The Williams Group, L.P.
Blaylock & Company Inc.
Ramirez & Company, Inc.
February 9, 2006
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TABLE OF CONTENTS
Prospectus Supplement

About this Prospectus Supplement

S-2
Recent Developments

S-2
Use of Proceeds

S-3
Description of the Notes

S-3
Certain United States Federal Income Tax Considerations

S-6
Underwriting

S-9
Prospectus

About this Prospectus

2
Where You Can Find More Information

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

7
Experts

9
Legal Matters

9
Plan of Distribution

9
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 February 9, 2006. We
have not authorized anyone else to provide you with different information.
RECENT DEVELOPMENTS
Fourth Quarter Results (Unaudited)
On January 26, 2006, we announced our fourth quarter 2005 financial results. For the fourth quarter 2005, we
reported earnings of $1.7 billion, or 59 cents per diluted share, compared with $3.0 billion, or $1.08 per share, in the
fourth quarter 2004. Reported earnings in the fourth quarter 2005 include non-recurring net expenses for previously
announced changes to management retirement benefit plans, as well as severance and relocation costs. The fourth
quarter 2004 principally included non-recurring gains from sales of non-strategic assets and tax benefits. For the
year, we reported earnings of $7.4 billion, or $2.65 per share, in 2005, compared with $7.8 billion, or $2.79 per share,
in 2004.
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During the quarter, consolidated operating revenues of $19.3 billion rose 5.8% from $18.3 billion in the fourth
quarter 2004. Our growth businesses -- wireless, broadband, data and long-distance services -- contributed 59.6% to
fourth-quarter 2005 revenues, compared with a 54.9% contribution to fourth-quarter 2004 revenues. Annual
consolidated operating revenues were $75.1 billion in 2005, up 5.4% compared to $71.3 billion in 2004.
Total operating expenses were $15.6 billion in the fourth quarter 2005 and $60.3 billion for the full year, up 4.8%
and 3.7%, respectively, from the similar periods in 2004.
Wireline total operating revenues were $9.4 billion for the fourth quarter of 2005 and $37.6 billion for the year, down
1.8% and 1.1% from the similar periods in 2004. Wireline operating expenses were $8.3 billion for the fourth quarter
and $32.8 billion for the year, up 2.7% and 1.4% from the similar periods in 2004. Wireless total operating revenues
were $8.7 billion for the fourth quarter of 2005 and $32.3 billion for the year, up 18.3% and 16.8% from the similar
periods in 2004. Wireless operating expenses were $6.4 billion for the fourth quarter and $25.0 billion for the year,
up 8.0% and 14.2% from the similar periods in 2004. Information Services total operating revenues were $0.8 billion
in the fourth quarter of 2005 and $3.5 billion for the year, down 3.4% and 2.7% from the similar periods in 2004.
Information Services operating expenses were $0.5 billion for the fourth quarter and $1.8 billion for the year, down
10.5% and 8.0% from the similar periods in 2004. International total operating revenues were $0.6 billion for the
fourth quarter of 2005 and $2.2 billion for the year, up 4.2% and 8.9% from the similar periods of 2004. International
operating expenses were $0.4 billion for the fourth quarter and $1.7 billion for the year, upon 14.9% and 21.2% from
the similar periods of 2004.
S-2
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Cash Flows from Operations were $22.0 billion in 2005, compared with $21.8 billion in 2004. In 2005, net cash used
in investing activities was $18.5 billion, including $15.3 billion in capital expenditures. Net cash used in financing
activities was $5.0 billion. Our total debt decreased $0.3 billion compared with year-end 2004, to $39.0 billion at
year-end 2005.
MCI Merger
On January 6, 2006, we announced that we closed the merger of one of our subsidiaries with MCI, Inc. The merger
was announced on February 14, 2005, and received the required state, federal and international regulatory approvals
by year-end 2005.
USE OF PROCEEDS
We will use the net proceeds from the sale of the notes to repay debt and for general corporate purposes. Our
subsidiary that is the successor to MCI, Inc. expects to retire the following series of debt securities: $1,982,537,000
of its 5.908% Senior Notes Due 2007, $1,982,537,000 of its 6.688% Senior Notes Due 2009 and $1,699,496,000 of
its 7.735% Senior Notes Due 2014. The proceeds from the sale of the notes may be used to retire a portion of these
debt securities.
DESCRIPTION OF THE NOTES
Principal Amount, Maturity and Interest for Notes due 2011 and Notes due 2016
We are offering $500,000,000 of our 5.35% Notes due 2011 which will mature on February 15, 2011, and
$1,250,000,000 of our 5.55% Notes due 2016 which will mature on February 15, 2016.
We will pay interest on the notes due 2011 at the rate of 5.35% per annum and interest on the notes due 2016 at the
rate of 5.55% per annum on February 15 of each year to holders of record on the preceding February 1, and on
August 15 of each year to holders of record on the preceding August 1. If interest or principal on the notes due 2011
or the notes due 2016 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 2011 and the notes due 2016 is August 15, 2006.
Interest on the notes due 2011 and the notes due 2016 will accrue from February 15, 2006, and will accrue on the
basis of a 360-day year consisting of 12 months of 30 days.
Principal Amount, Maturity and Interest for Notes due 2035
We are offering $500,000,000 of our 5.85% Notes due 2035 which will mature on September 15, 2035.
The notes due 2035 described in this prospectus supplement constitute a further issuance of, and will be consolidated,
fungible and form a single series with, our outstanding $1,000,000,000 of notes due 2035. The notes due 2035 were
originally issued by Verizon Global Funding Corp. on September 13, 2005 and became obligations of and by us as a
result of the merger of Verizon Global Funding Corp. into us on February 1, 2006. Following this offering, the total
outstanding amount of the notes due 2035 will be $1,500,000,000.
We will pay interest on the notes due 2035 at the rate of 5.85% per annum on March 15 of each year to holders of
record on the preceding March 1, and on September 15 of each year to holders of record on the preceding
September 1. If interest or principal on the notes due 2035 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 payment on the next business day, and no
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interest will accrue as a result of the delay in payment. The first interest payment due on the notes due 2035 is
March 15, 2006. Interest on the notes due 2035 will accrue from September 13, 2005 and will accrue on the basis of
a 360-day year consisting of 12 months of 30 days.
Principal Amount, Maturity and Interest for Floating Rate Notes due 2007
We are offering $1,750,000,000 of our Floating Rate Notes due 2007 which will mature on August 15, 2007.
We will pay interest on the floating rate notes due 2007 at a rate per annum equal to three-month LIBOR plus
0.130%. We will pay interest on the floating rate notes due 2007 quarterly in arrears on each February 15, May 15,
August 15 and November 15, beginning May 15, 2006, each an interest payment date.
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If any of the quarterly interest payment dates listed above falls on a day that is not a business day, we will postpone
the interest payment date to the next succeeding business day unless that business day is in the next succeeding
calendar month, in which case the interest payment date will be the immediately preceding business day. Interest on
the floating rate notes due 2007 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 2007 will accrue from, and including, February 15, 2006, 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 will 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
2007 by an accrued interest factor. This accrued interest factor is computed by adding the interest factor calculated
for each day from February 15, 2006, or from the last date we paid interest, 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 2007 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. The interest payable by us on a
floating rate note due 2007 on any interest payment date, subject to certain exceptions, will be paid to the person in
whose name the floating rate note due 2007 is 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" we mean any day except a Saturday, a Sunday or a legal holiday in The City of
New York on which banking institutions are authorized or required by law, regulation or executive order to close;
provided that the day is also a London business day. "London business day" means any day on which dealings in
United States dollars are transacted in the London interbank market.
The interest rate on the floating rate notes due 2007 will be calculated by the calculation agent appointed by us and
will be equal to LIBOR plus 0.130%, except that the interest rate in effect for the period from February 15, 2006 to
and including May 15, 2006, the initial reset date, will be established by us as the rate for deposits in United States
dollars having a maturity of three months commencing February 15, 2006 that appears on Telerate Page 3750 as of
11:00 a.m., London Time, on February 13, 2006, plus 0.130%. The calculation agent will reset the interest rate on
each interest payment date, each of which we will refer to as an "interest reset date." The second 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. 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, except that the interest rate in effect for the period from and including February 15, 2006 to the initial
interest reset date will be the initial interest rate.
"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 United States dollars
having a maturity of three months commencing on the first day of the applicable interest period that appears on
Telerate Page 3750 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
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in (2) below.
(2) With respect to an interest determination date on which no rate appears on Telerate Page 3750, as specified in
(1) above, the calculation agent will request the principal London offices of each of four major 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 United States dollars for
S-4
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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 United States 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
United States dollars to leading European banks, having a three-month maturity and in a principal amount that is
representative for a single transaction in United States 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.
"Telerate Page 3750" means the display designated as "Page 3750" on Telerate, Inc., or any successor service, for the
purpose of displaying the London interbank rates of major banks for United States dollars.
Form
The notes will only be issued in book-entry form, which means that the notes will be represented by four 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, Clearstream
Banking, société anonyme, commonly known as Clearstream, or the Euroclear System, commonly known as
Euroclear, 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 due 2011, the notes due 2016 and the floating rate notes due 2007 may be held in
denominations of $5,000 and integral multiples of $1,000 in excess of $5,000. Notes of these 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 denominations of $5,000 and multiples of $1,000 in excess of
$5,000. Beneficial interests in the notes due 2035 may be held in integral multiples of $1,000 and, if exchanged for
definitive notes under the circumstances described under the caption "CLEARING AND SETTLEMENT," will be
exchanged for definitive notes due 2035 issued in integral multiples of $1,000.
Redemption of Notes due 2011, Notes due 2016 and Notes due 2035
We have the option to redeem any of the notes due 2011, the notes due 2016 or the notes due 2035 on not less than
30 nor more than 60 days' notice, in whole or from time to time in part, 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, as the
case may be, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 20 basis points for the notes due 2011, the Treasury Rate plus 25
basis points for the notes due 2016 and the Treasury Rate plus 30 basis points for the notes due 2035, plus, in each
case, accrued and unpaid interest on the principal amount being redeemed to the date of redemption.
The "Treasury Rate" will be determined on the third business day preceding the redemption date and means, with
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- #1">FILED PURSUANT TO RULE 424(B)(2)