Obligation VeriCom 5.5% ( US92343VAL80 ) en USD

VeriCom

100 % ⇌

Etas-Unis

US92343VAL80 ( en USD )

5.5% par an ( paiement semestriel )

15/02/2018 - Obligation échue

Prospectus brochure de l'obligation Verizon Communications US92343VAL80 en USD 5.5%, échue

2 000 USD

1 500 000 000 USD

92343VAL8

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

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.

L'Obligation émise par VeriCom ( Etas-Unis ) , en USD, avec le code ISIN US92343VAL80, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2018

L'Obligation émise par VeriCom ( Etas-Unis ) , en USD, avec le code ISIN US92343VAL80, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par VeriCom ( Etas-Unis ) , en USD, avec le code ISIN US92343VAL80, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS SUPPLEMENT
424B2 1 y48003b2e424b2.htm PROSPECTUS SUPPLEMENT
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PROSPECTUS SUPPLEMENT
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-143744
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 7, 2008)
$4,000,000,000

Verizon Communications Inc.
$750,000,000 4.35% Notes due 2013

$1,500,000,000 5.50% Notes due 2018

$1,750,000,000 6.40% Notes due 2038

We are offering $750,000,000 of our notes due 2013, $1,500,000,000 of our notes due 2018 and $1,750,000,000 of our
notes due 2038. The notes due 2013 will bear interest at the rate of 4.35% per year, the notes due 2018 will bear interest at
the rate of 5.50% per year and the notes due 2038 will bear interest at the rate of 6.40% per year. Interest on the notes due
2013, the notes due 2018 and the notes due 2038 is payable on February 15 and August 15 of each year, beginning on
August 15, 2008. The notes due 2013 will mature on February 15, 2013, the notes due 2018 will mature on February 15,
2018 and the notes due 2038 will mature on February 15, 2038. We may redeem the notes due 2013, the notes due 2018 and
the notes due 2038, in whole or in part, at any time prior to maturity at redemption prices to be determined using the
procedure described in this prospectus supplement.
The notes will be our senior obligations and will rank on a parity with all of our existing and future unsecured and
unsubordinated indebtedness.

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

Per Note

Per Note

Per Note

due
due
due

2013
Total
2018
Total
2038
Total

Public Offering Price
99.724 % $ 747,930,000 (1) 99.756 % $ 1,496,340,000 (1) 99.051 % $ 1,733,392,500 (1)
Underwriting Discount(2) 0.350 % $ 2,625,000 0.450 % $
6,750,000 0.875 % $ 15,312,500
Proceeds to Verizon
Communications Inc.
(before expenses)(2)
99.374 % $ 745,305,000 99.306 % $ 1,489,590,000 98.176 % $ 1,718,080,000

(1) Plus accrued interest, if any, from February 12, 2008 to date of delivery.
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(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, Clearstream Banking, société anonyme or the
Euroclear System against payment in New York, New York on or about February 12, 2008.

Joint Book-Running Managers (Notes due 2013)
Credit Suisse
JPMorgan
RBS Greenwich Capital
Joint Book-Running Managers (Notes due 2018)
Goldman, Sachs & Co.
JPMorgan
UBS Investment Bank
Joint Book-Running Managers (Notes due 2038)
Barclays Capital
Citi
JPMorgan
Senior Co-Managers
Bear, Stearns & Co. Inc.

Mitsubishi UFJ Securities

RBC Capital Markets

Wachovia
Securities
Co-Managers
Blaylock Robert Van, LLC

Guzman & Company

Loop Capital Markets, LLC

Siebert Capital Markets

Ramirez & Co., Inc.

The Williams Capital Group, L.
P.
February 7, 2008
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PROSPECTUS SUPPLEMENT

TABLE OF CONTENTS
Prospectus Supplement

S-
About this Prospectus Supplement
2
S-
Recent Developments
2
S-
Use of Proceeds
3
S-
Description of the Notes
3
S-
Certain United States Federal Income Tax Considerations
4
S-
Underwriting
6
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
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 7, 2008. We have not authorized anyone else to provide you
with different information.
RECENT DEVELOPMENTS
Fourth Quarter Results (Unaudited)

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On January 28, 2008, we announced our fourth quarter 2007 financial results. For the fourth quarter 2007, we
reported earnings of $1.1 billion, or 37 cents per diluted share, compared with $1.0 billion, or 35 cents per
share, in the fourth quarter 2006. Reported earnings in the fourth quarter 2007 include merger integration
costs, costs related to the spin-off of wireline access lines in Maine, New Hampshire and Vermont, taxes and
expenses associated with an increase in the distributable earnings from our Vodafone Omnitel N.V.
investment, and severance and other related expenses. The fourth quarter 2006 included a non-recurring loss
from the sale of non-strategic assets, pension settlement charges, costs related to the spin-off of our directories
business, merger integration costs and costs related to the relocation of employees to Verizon Center in
Basking Ridge, New Jersey. For the year, we reported earnings of $5.5 billion, or $1.90 per share, in 2007,
compared with $6.2 billion, or $2.12 per share, in 2006.
During the quarter, consolidated operating revenues of $23.8 billion rose 5.5% from $22.6 billion in the fourth
quarter 2006. Annual consolidated operating revenues were $93.5 billion in 2007, up 6.0% compared to
$88.2 billion in 2006.
Total operating expenses were $20.4 billion in the fourth quarter 2007 and $77.9 billion for the full year, up
6.5% and 4.1%, respectively, from the similar periods in 2006.
Wireline total operating revenues were $12.5 billion for the fourth quarter of 2007 and $50.3 billion for the
year, down 1.4% and 0.8% from the similar periods in 2006. Wireline operating expenses were $11.3 billion
for the fourth quarter and $45.6 billion for the year, down 2.3% and 1.2% from the similar periods in 2006.
Wireless total operating revenues were $11.4 billion for the fourth quarter of 2007 and $43.9 billion for the
year, up 13.3% and 15.3% from the similar periods in 2006. Wireless operating expenses were $8.4 billion for
the fourth quarter and $32.1 billion for the year, up 11.4% and 12.8% from the similar periods in 2006.
Cash flows from continuing operations were $26.3 billion in 2007, compared with $23.0 billion in 2006. In
2007, net cash used in investing activities from continuing operations was $16.9 billion, including
$17.5 billion in capital expenditures. Net cash used in financing activities was $11.7 billion in 2007. Our total
debt decreased $5.2 billion compared with year-end 2006, to $31.2 billion at year-end 2007.
S-2
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USE OF PROCEEDS
We will use the net proceeds from the sale of the notes for general corporate purposes.
DESCRIPTION OF THE NOTES
Principal Amount, Maturity and Interest
We are offering $750,000,000 of our 4.35% notes due 2013 which will mature on February 15, 2013,
$1,500,000,000 of our 5.50% notes due 2018 which will mature on February 15, 2018 and $1,750,000,000 of
our 6.40% notes due 2038 which will mature on February 15, 2038.
We will pay interest on the notes due 2013 at the rate of 4.35% per annum, interest on the notes due 2018 at
the rate of 5.50% per annum and interest on the notes due 2038 at the rate of 6.40% 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 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 August 15, 2008. Interest on the notes will accrue from February 12,
2008, and will accrue on the basis of a 360-day year consisting of 12 months of 30 days.
We may issue additional notes due 2013, notes due 2018 and notes due 2038 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
We have the option to redeem any of the notes due 2013, the notes due 2018 or the notes due 2038 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

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(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 2013, the Treasury Rate plus 30 basis points for the notes
due 2018 and the Treasury Rate plus 35 basis points for the notes due 2038, 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 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
S-3
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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 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 2013, the notes due 2018 or the notes due 2038, 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 2013, notes
due 2018 or notes due 2038, 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 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

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· 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;
S-4
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· 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;

· persons subject to alternative minimum tax;

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

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

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

· a corporation organized in or under the laws of the United States or any state thereof or 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 if a court within the United States is able to exercise primary supervision over the administration of
the trust and one or more United States persons have the authority to control all substantial decisions of the
trust or the trust otherwise has a valid election in effect to be treated as a U.S. person.
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.

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