Obligation VeriCom 5.5% ( US92343VAG95 ) en USD

VeriCom

100 % ⇌

Etas-Unis

US92343VAG95 ( en USD )

5.5% par an ( paiement semestriel )

01/04/2017 - Obligation échue

Prospectus brochure de l'obligation Verizon Communications US92343VAG95 en USD 5.5%, échue

2 000 USD

750 000 000 USD

92343VAG9

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 (US92343VAG95, CUSIP 92343VAG9) a émis une obligation américaine de 750 000 000 USD au taux de 5,5%, avec une maturité le 01/04/2017, payée semestriellement, vendue par lots minimum de 2 000 USD, intégralement remboursée à 100% à l'échéance.

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424B2 1 y32233b5e424b2.htm PROSPECTUS SUPPLEMENT
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Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-109028-01

PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 29, 2007)

$2,000,000,000

Verizon Communications Inc.

$750,000,000 5.500% Notes due 2017

$750,000,000 6.250% Notes due 2037

$500,000,000 Floating Rate Notes due 2009

We are offering $750,000,000 of our notes due 2017, $750,000,000 of our notes due 2037 and $500,000,000
of our floating rate notes due 2009. The notes due 2017 will bear interest at the rate of 5.500% per year, the notes
due 2037 will bear interest at the rate of 6.250% per year and the floating rate notes due 2009 will bear interest at
a rate equal to three-month LIBOR plus 0.05% and will be reset quarterly. Interest on the notes due 2017 and the
notes due 2037 is payable on April 1 and October 1 of each year, beginning on October 1, 2007. Interest on the
floating rate notes due 2009 will be payable quarterly on January 3, April 3, July 3 and October 3, beginning on
July 3, 2007. The notes due 2017 will mature on April 1, 2017, the notes due 2037 will mature on April 1, 2037
and the floating rate notes due 2009 will mature on April 3, 2009. We may redeem the notes due 2017 and the
notes due 2037, 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 not redeem the floating rate notes due 2009 prior to
maturity.

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

Rate Note

due 2017
Total
due 2037
Total
due 2009
Total

Public Offering Price
99.303 % $ 744,772,500(1) 99.171 % $ 743,782,500 (1) 100.000 % $ 500,000,000 (1)
Underwriting Discount(2) 0.450 % $ 3,375,000 0.875 % $ 6,562,500
0.150 % $
750,000
Proceeds to Verizon
98.853 % $ 741,397,500
98.296 % $ 737,220,000
99.850 % $ 499,250,000
Communications Inc.
(before expenses)(2)

(1) Plus accrued interest, if any, from April 3, 2007 to date of delivery.
(2) Before reimbursement of expenses in connection with this offering, which the underwriters have agreed to
make to us. See "UNDERWRITING."

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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, Clearstream Banking,
société anonyme or the Euroclear System against payment in New York, New York on or about April 3, 2007.

Joint Book-Running Managers for Notes due 2017 and Notes due 2037
Citigroup

Credit Suisse

UBS Investment Bank
Joint Book-Running Managers for Floating Rate Notes due 2009
Barclays Capital

Goldman, Sachs & Co.
Wachovia Securities
Senior Co-Managers
Morgan Stanley

RBS Greenwich Capital
Co-Managers
Loop Capital Markets, LLC
Siebert Capital Markets The Williams Capital Group,

L.P.
Blaylock & Company, Inc.

Guzman & Company
Ramirez & Co., Inc.

March 29, 2007
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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-5
Underwriting
S-7

Prospectus

About this Prospectus

2
Where You Can Find More Information

2
Verizon Communications

2
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

6
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 March 29, 2007. 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 and
general corporate purposes. Our commercial paper outstanding at February 28, 2007 was
approximately $4,100,000,000 at an average annual interest rate of 5.30%.

DESCRIPTION OF THE NOTES

Principal Amount, Maturity and Interest for Notes due 2017 and Notes due 2037

We are offering $750,000,000 of our 5.500% notes due 2017 which will mature on April 1, 2017 and
$750,000,000 of our 6.250% notes due 2037 which will mature on April 1, 2037.

We will pay interest on the notes due 2017 at the rate of 5.500% per annum and interest on the notes
due 2037 at the rate of 6.250% per annum 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 due 2017 and the notes due 2037 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 2017 and the notes due 2037 is October 1,
2007. Interest on the notes due 2017 and the notes due 2037 will accrue from April 3, 2007, and will
accrue on the basis of a 360-day year consisting of 12 months of 30 days.
We may issue additional notes due 2017 and notes due 2037 in the future.

Principal Amount, Maturity and Interest for Floating Rate Notes due 2009
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We are offering $500,000,000 of our floating rate notes due 2009 which will mature on April 3, 2009.

We will pay interest on the floating rate notes due 2009 at a rate per annum equal to three-month
LIBOR plus 0.05%. We will pay interest on the floating rate notes due 2009 quarterly in arrears on
each January 3, April 3, July 3 and October 3, beginning July 3, 2007, each an interest payment date.
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 2009 will be computed on
the basis

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Table of Contents
of a 360-day year and the actual number of days elapsed.
Interest on the floating rate notes due 2009 will accrue from, and
including, April 3, 2007, 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 2009 by an accrued interest factor. This accrued
interest factor is computed by adding the interest factor calculated for
each day from April 3, 2007, 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
2009 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 2009 on any interest payment date, subject to certain
exceptions, will be paid to the person in whose name the floating rate
note due 2009 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 2009 will be calculated
by the calculation agent appointed by us and will be equal to LIBOR
plus 0.05%, except that the interest rate in effect for the period from
April 3, 2007 to and including July 3, 2007, 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 April 3, 2007 that
appears on the Designated LIBOR Page as of 11:00 a.m., London
Time, on March 30, 2007, plus 0.05%. 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 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. 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 April 3, 2007 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
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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 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 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 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

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Table of Contents
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.

"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 2009 in the future.

Form

The notes will only be issued in book-entry form, which means that the
notes will be represented by three 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 may be held in denominations of $2,000 and
integral multiples of $1,000 in excess of $2,000. 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 $2,000 and multiples of
$1,000 in excess of $2,000.

Redemption of the Notes due 2017 and Notes due 2037

We have the option to redeem any of the notes due 2017 or the notes
due 2037 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 (exclusive of interest accrued to
the redemption date), 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 25 basis points for
the notes due 2017 and the Treasury Rate plus 30 basis points for the
notes due 2037, plus, in each case, accrued and unpaid interest on the
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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 respect to any
redemption date:

(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

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(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 semi-annual 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 redemption date.
"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 or the notes due 2037, 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 or notes due 2037, 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 redemption date, 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 their respective 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 City
of New York, 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 redemption date, 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 redemption date.

In addition, we may at any time purchase the notes due 2017 or the notes due 2037 by tender, in the
open market or by private agreement, subject to applicable law.

Redemption of Floating Rate Notes due 2009
We may not redeem the floating rate notes due 2009 prior to their maturity. However, we may at any
time purchase the floating rate notes due 2009 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
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