Obligation Verizen Comms Inc 6.55% ( US92343VBT08 ) en USD

Verizen Comms Inc

107.516 % ▼

Etas-Unis

US92343VBT08 ( en USD )

6.55% par an ( paiement semestriel )

14/09/2043

Prospectus brochure de l'obligation Verizon Communications Inc US92343VBT08 en USD 6.55%, échéance 14/09/2043

2 000 USD

15 000 000 000 USD

92343VBT0

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/09/2025 ( Dans 115 jours )

Verizon Communications Inc. est une société américaine de télécommunications offrant des services sans fil, fixes, Internet haut débit et de télévision par câble à des clients résidentiels et commerciaux.

L'Obligation émise par Verizen Comms Inc ( Etas-Unis ) , en USD, avec le code ISIN US92343VBT08, paye un coupon de 6.55% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/09/2043

L'Obligation émise par Verizen Comms Inc ( Etas-Unis ) , en USD, avec le code ISIN US92343VBT08, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Verizen Comms Inc ( Etas-Unis ) , en USD, avec le code ISIN US92343VBT08, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-190954
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Amount of
Title of each class of
to be
Offering Price
Aggregate
Registration
securities to be registered

Registered

per Unit

Offering Price

Fee(1)(2)
$2,250,000,000 Floating Rate Notes due 2016

$2,250,000,000

100%

$2,250,000,000

$306,900
$1,750,000,000 Floating Rate Notes due 2018

$1,750,000,000

100%

$1,750,000,000

$238,700
$4,250,000,000 2.50% Notes due 2016

$4,250,000,000

99.923%

$4,246,727,500

$579,254
$4,750,000,000 3.65% Notes due 2018

$4,750,000,000

99.996%

$4,749,810,000

$647,875
$4,000,000,000 4.50% Notes due 2020

$4,000,000,000

99.870%

$3,994,800,000

$544,891
$11,000,000,000 5.15% Notes due 2023

$11,000,000,000
99.676%

$10,964,360,000
$1,495,539
$6,000,000,000 6.40% Notes due 2033

$6,000,000,000

99.900%

$5,994,000,000

$817,582
$15,000,000,000 6.55% Notes due 2043

$15,000,000,000
99.883%

$14,982,450,000
$2,043,607

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").
(2)
The registration fee for the securities registered herein is offset in part pursuant to Rule 457(p) of the Securities Act by registration fees previously paid with
respect to unsold securities registered pursuant to a Registration Statement on Form S-3 (Registration No. 333-179402) which became effective on February 7,
2012. That registration statement has been terminated by Verizon Communications Inc., and the registration fees of $630,300 paid in connection with the initial
filing of that registration statement was unutilized at the time of termination. The entire amount of such previously paid and unutilized registration fee is being
applied to offset the $6,674,348 registration fee for the securities registered herein. Accordingly, a registration fee of $6,044,048 is being paid at this time.
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PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 3, 2013)
$49,000,000,000

$2,250,000,000 Floating Rate Notes due 2016
$1,750,000,000 Floating Rate Notes due 2018
$4,250,000,000 2.50% Notes due 2016
$4,750,000,000 3.65% Notes due 2018
$4,000,000,000 4.50% Notes due 2020
$11,000,000,000 5.15% Notes due 2023
$6,000,000,000 6.40% Notes due 2033
$15,000,000,000 6.55% Notes due 2043

We are offering $2,250,000,000 of our floating rate notes due 2016, $1,750,000,000 of our floating rate notes due 2018, $4,250,000,000 of our notes due 2016, $4,750,000,000 of our notes due 2018, $4,000,000,000 of our
notes due 2020, $11,000,000,000 of our notes due 2023, $6,000,000,000 of our notes due 2033 and $15,000,000,000 of our notes due 2043. The floating rate notes due 2016 will bear interest at a rate equal to three-month LIBOR
plus 1.53%, which rate will be reset quarterly, and the floating rate notes due 2018 will bear interest at a rate equal to three-month LIBOR plus 1.75%, which rate will be reset quarterly. The notes due 2016 will bear interest at
the rate of 2.50% per year, the notes due 2018 will bear interest at the rate of 3.65% per year, the notes due 2020 will bear interest at the rate of 4.50% per year, the notes due 2023 will bear interest at the rate of 5.15% per
year, the notes due 2033 will bear interest at the rate of 6.40% per year and the notes due 2043 will bear interest at the rate of 6.55% per year.
Interest on the floating rate notes due 2016 is payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on December 15, 2013, and interest on the floating rate notes due 2018 is
payable quarterly on March 14, June 14, September 14 and December 14 of each year, beginning on December 14, 2013. Interest on the notes due 2016, the notes due 2020, the notes due 2023, the notes due 2033 and the notes
due 2043 is payable on March 15 and September 15 of each year, beginning on March 15, 2014. Interest on the notes due 2018 is payable on March 14 and September 14 of each year, beginning on March 14, 2014. The floating
rate notes due 2016 will mature on September 15, 2016, the floating rate notes due 2018 will mature on September 14, 2018, the notes due 2016 will mature on September 15, 2016, the notes due 2018 will mature on September
14, 2018, the notes due 2020 will mature on September 15, 2020, the notes due 2023 will mature on September 15, 2023, the notes due 2033 will mature on September 15, 2033 and the notes due 2043 will mature on September
15, 2043. Other than as described below, we may not redeem the floating rate notes due 2016 and the floating rate notes due 2018 prior to maturity. We may redeem the notes due 2016, the notes due 2018, the notes due 2020,
the notes due 2023, the notes due 2033 and the notes due 2043, 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. If the
Acquisition (as defined herein) is not completed on or prior to September 2, 2014 or the Acquisition Agreement (as defined herein) is terminated on or at any time prior to such date, we will be required to redeem all of the notes
at the redemption prices to be determined using the procedure described under the heading "Description of the Notes--Special Mandatory Redemption."
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.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus supplement.

Proceeds to
Verizon
Public
Communications
Offering
Underwriting
Inc.

Price (1)

Discount
(before expenses)
Per Floating Rate Note due 2016

100.000%

0.30%

99.700%
Total

$ 2,250,000,000
$
6,750,000
$
2,243,250,000
Per Floating Rate Note due 2018

100.000%

0.35%

99.650%
Total

$ 1,750,000,000
$
6,125,000
$
1,743,875,000
Per Note due 2016

99.923%

0.30%

99.623%
Total

$ 4,246,727,500
$ 12,750,000
$
4,233,977,500
Per Note due 2018

99.996%

0.35%

99.646%
Total

$ 4,749,810,000
$ 16,625,000
$
4,733,185,000
Per Note due 2020

99.870%

0.40%

99.470%
Total

$ 3,994,800,000
$ 16,000,000
$
3,978,800,000
Per Note due 2023

99.676%

0.45%

99.226%
Total

$10,964,360,000
$ 49,500,000
$
10,914,860,000
Per Note due 2033

99.900%

0.75%

99.150%
Total

$ 5,994,000,000
$ 45,000,000
$
5,949,000,000
Per Note due 2043

99.883%

0.75%

99.133%
Total

$14,982,450,000
$ 112,500,000
$
14,869,950,000
(1) Plus accrued interest, if any, from September 18, 2013 to the date of delivery.

The underwriters are several y 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 September 18, 2013.

Joint Book-Running Managers

Barclays

BofA Merrill Lynch

J.P. Morgan

Morgan Stanley
Citigroup

Credit Suisse

Mitsubishi UFJ Securities

Mizuho Securities
RBC Capital Markets

RBS

Wells Fargo Securities
Co-Managers
Deutsche Bank Securities

Santander
September 11, 2013
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TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

About This Prospectus Supplement

S-i

Disclosure Regarding Forward-Looking Statements

S-i

Prospectus Supplement Summary

S-1
Risk Factors

S-5
Use of Proceeds

S-6
Description of the Notes

S-7
U.S. Federal Income Tax Considerations

S-12
Underwriting

S-15
Legal Matters

S-19
PROSPECTUS

About this Prospectus

1

Where You Can Find More Information

1

Disclosure Regarding Forward Looking Statements

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

8

Experts

10

Legal Matters

10

Plan of Distribution

11

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
September 11, 2013. We have not authorized anyone else to provide you with different information.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents that we incorporate by reference, contain both historical and forward-
looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of
statements that include phrases such as "will," "may," "should," "continue," "anticipate," "believe," "expect," "plan," "appear," "project," "estimate," "intend," or
other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking
statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated.

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A number of factors, including those discussed under "Risk Factors," could cause our actual results to differ materially from those expressed or implied in these
statements. Other factors that could cause actual results to differ include, among other things, those factors set out in our periodic reports filed with the Securities and
Exchange Commission (the "SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2012 and the following factors relating to the offering
of the notes and the Acquisition (as defined below):

· failure to obtain applicable regulatory or shareholder approvals related to the Acquisition in a timely manner or otherwise;

· failure to satisfy other closing conditions to the Acquisition or the occurrence of events giving rise to the termination of the Acquisition Agreement (as

defined below);

· significantly increased levels of indebtedness as a result of the Acquisition; and

· an adverse change in the ratings afforded our debt securities by nationally accredited organizations or adverse conditions in the credit markets affecting the

cost, including interest rates, and/or availability of financing.
Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place
undue reliance on these forward-looking statements. The forward-looking statements included in this prospectus supplement are made only as of the date hereof, and we
undertake no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties
and assumptions, the forward-looking events might or might not occur. We cannot assure you that projected results or events will be achieved.

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PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights selected information contained elsewhere in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus and may not contain all the information you need in
making your investment decision. You should read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus carefully, including the "Risk Factors" section contained in this prospectus
supplement and the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2012.
Verizon Communications
We are a global leader in delivering broadband and other wireless and wireline communications services to consumer, business, government and wholesale
customers. Our wireless business, operating as Verizon Wireless, provides voice and data services and equipment sales across the United States using one of the
most extensive and reliable wireless networks, with 100.1 million retail connections as of June 30, 2013. We also provide converged communications, information
and entertainment services over America's most advanced fiber-optic network, and deliver integrated business solutions to customers around the world. A Dow 30
company, we employed a diverse workforce of approximately 180,900 employees as of June 30, 2013, and generated consolidated revenues of $59.2 billion for
the six months ended June 30, 2013.
Our principal executive offices are located at 140 West Street, New York, New York 10007, and our telephone number is (212) 395-1000.
Recent Developments
Acquisition of Vodafone's 45% interest in Cellco Partnership d/b/a Verizon Wireless
On September 2, 2013, we entered into a stock purchase agreement (the "Acquisition Agreement") with Vodafone Group Plc ("Vodafone") and Vodafone 4
Limited (the "Seller"), pursuant to which we agreed to acquire Vodafone's 45% indirect ownership interest in Cellco Partnership d/b/a/ Verizon Wireless (the
"Partnership" and such interest, the "Vodafone Interest") for consideration totaling approximately $130.0 billion (the "Acquisition"). Pursuant to the terms and
subject to the conditions set forth in the Acquisition Agreement, we will acquire from Seller all of the issued and outstanding capital stock (the "Transferred
Shares") of Vodafone Americas Finance 1 Inc., a subsidiary of Vodafone, which indirectly through certain subsidiaries owns the Vodafone Interest. In consideration
for the Transferred Shares, we have agreed to, upon completion of the Acquisition, (i) pay approximately $58.89 billion of cash, (ii) issue approximately $60.15
billion of our common stock, par value $0.10 per share (the "Share Issuance"), (iii) issue $5.0 billion aggregate principal amount of variable rate senior unsecured
notes (the "Verizon Notes") in two separate series of equal amounts with maturities of eight and eleven years, (iv) transfer our existing interest in Vodafone
Omnitel N.V., valued at $3.5 billion and (v) provide other consideration of approximately $2.5 billion. The exact number of shares of Verizon's common stock to
be issued in the Acquisition will be determined prior to the closing of the Acquisition based on the volume-weighted average trading price of such shares during
the 20 trading days ending on the third business day prior to the closing, except that the price used for this purpose will not be less than $47.00 or more than $51.00
per share. In addition, Verizon has the right to increase the cash portion of the purchase price (and correspondingly reduce the stock portion of the purchase price)
by up to $15.0 billion in certain circumstances. All of the Share Issuance will be issued directly or distributed to Vodafone's ordinary shareholders. The
Acquisition is expected to close in the first quarter of 2014. However, there can be no assurance as to when or whether the Acquisition will be completed. See
"Risk Factors--Risks Related to the Acquisition."

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The completion of the Acquisition is subject to the satisfaction or waiver of certain conditions, including, among others, approval by the Federal
Communications Commission (the "FCC") and approval by the shareholders of Verizon and Vodafone. The Acquisition Agreement contains certain termination
rights for each of Verizon and Vodafone, which if exercised give rise to termination fees or expense reimbursement obligations in specified circumstances. For
example, Verizon will be required to pay Vodafone a termination fee of $1.55 billion in the event of a termination by either party because we have been unable to
obtain the requisite vote of Verizon shareholders necessary for the Acquisition, $4.65 billion in the event of a termination by Vodafone because our board of
directors changes its recommendation with respect to the Share Issuance, or $10.0 billion in the event of a termination by Vodafone because of a financing failure.
We estimate that the total amount of funds needed to pay the cash consideration for the Acquisition and related fees and expenses will be approximately $60.53
billion (the "Acquisition Obligations").
On September 11, 2013, Vodafone consented under Section 5.9(c) of the Acquisition Agreement to the reduction of the aggregate amount of all unfunded
commitments in respect of our financing for the Acquisition to an amount not less than $12 billion as a result of the issuance of the notes offered hereby.
We currently anticipate financing the Acquisition Obligations through (i) the issuance of the notes offered hereby, (ii) the incurrence of additional
indebtedness and (iii) available cash. This offering is not conditioned upon the completion of the Acquisition or the completion of any of the financings or other
transactions contemplated in connection with the Acquisition.
The Bridge Credit Agreement
On September 2, 2013, we entered into a $61.0 billion bridge credit agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A., as lender and
administrative agent, and Morgan Stanley Senior Funding, Inc., Bank of America, N.A., and Barclays Bank, PLC, as lenders. On September 9, 2013, affiliates of
each of the other underwriters for this offering became lenders under the Credit Agreement. The Credit Agreement provides Verizon with the ability to borrow up
to $61.0 billion to finance, in part, our acquisition of the Vodafone Interest and to pay related fees and expenses. The loans under the Credit Agreement are
available during the period beginning on September 2, 2013 and ending on the earliest of (i) September 2, 2014, (ii) the date immediately following the
consummation of the Acquisition, (iii) the termination of the Acquisition Agreement and (iv) the termination in full of the commitments pursuant to the Credit
Agreement. The availability of the loans under the Credit Agreement, which have not yet been funded, is subject to the satisfaction (or waiver) of the conditions set
forth therein. The date on which such conditions are satisfied (or waived in accordance with the Credit Agreement) in connection with the consummation of the
Acquisition is the "Funding Date." The loans under the Credit Agreement are to be made in a single borrowing on the Funding Date and will mature and be payable
in full on the date that is 364 days after the Funding Date unless extended pursuant to the terms of the Credit Agreement. Any funding under the Credit Agreement
would occur substantially concurrently with the consummation of the Acquisition, subject to customary conditions for acquisition financings of this type. The
Credit Agreement requires Verizon to reduce unused commitments and prepay the loans with 100% of the net cash proceeds received from specified asset sales,
issuances or sales of equity and incurrences of borrowed money indebtedness, subject to certain exceptions.

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The Offering

Issuer
Verizon Communications Inc.

Notes Offered
$2,250,000,000 aggregate principal amount of Floating Rate Notes due 2016

$1,750,000,000 aggregate principal amount of Floating Rate Notes due 2018

$4,250,000,000 aggregate principal amount of 2.50% Notes due 2016

$4,750,000,000 aggregate principal amount of 3.65% Notes due 2018

$4,000,000,000 aggregate principal amount of 4.50% Notes due 2020

$11,000,000,000 aggregate principal amount of 5.15% Notes due 2023

$6,000,000,000 aggregate principal amount of 6.40% Notes due 2033

$15,000,000,000 aggregate principal amount of 6.55% Notes due 2043

Maturity
Floating Rate Notes due 2016: September 15, 2016

Floating Rate Notes due 2018: September 14, 2018

Notes due 2016: September 15, 2016

Notes due 2018: September 14, 2018

Notes due 2020: September 15, 2020

Notes due 2023: September 15, 2023

Notes due 2033: September 15, 2033

Notes due 2043: September 15, 2043

Interest Payment Dates
March 15, June 15, September 15 and December 15 of each year, beginning on December 15, 2013,
in the case of the floating rate notes due 2016; March 14, June 14, September 14 and December 14 of
each year, beginning on December 14, 2013, in the case of the floating rate notes due 2018; March 15
and September 15 of each year, beginning on March 15, 2014, in the case of the notes due 2016, the
notes due 2020, the notes due 2023, the notes due 2033 and the notes due 2043; and March 14 and
September 14 of each year, beginning on March 14, 2014, in the case of the notes due 2018.

Ranking
Each series of notes will be unsecured and will rank equally with all of our senior unsecured
indebtedness.

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Optional Redemption
We may redeem some or all of the notes due 2016, the notes due 2018, the notes due 2020, the notes
due 2023, the notes due 2033 and the notes due 2043, in whole or in part, at any time or from time to
time, at the redemption prices set forth in this prospectus supplement. See "Description of the
Notes--Redemption of the Notes due 2016, the Notes due 2018, the Notes due 2020, the Notes due
2023, the Notes due 2033 and the Notes due 2043."

Special Mandatory Redemption
If the closing of the Acquisition has not occurred on or before September 2, 2014, the Acquisition
Agreement may be terminated by either party upon written notice to the other party. In the event (i)
we do not complete the Acquisition on or prior to September 2, 2014 or (ii) the Acquisition
Agreement is terminated on or at any time prior to such date, we will redeem all the notes on the
special mandatory redemption date (as defined below) at the special mandatory redemption price (as
defined below). The "special mandatory redemption price" means 101% of the aggregate principal
amount of each series of such notes, plus accrued and unpaid interest from the date of initial issuance
(or the most recent interest payment date on which interest was paid) to, but not including, the
special mandatory redemption date (subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment date). The "special mandatory
redemption date" means the earlier to occur of (i) October 2, 2014, if the Acquisition has not been
completed on or prior to September 2, 2014 or (ii) the twentieth business day following the
termination of the Acquisition Agreement. The provisions relating to special mandatory redemption
may not be waived or modified for any series of notes subject to special mandatory redemption
without the written consent of holders of at least 90% in principal amount of that series of notes
outstanding. See "Risk Factors" and "Description of the Notes--Special Mandatory Redemption."

Use of Proceeds
We intend to use the net proceeds from the sale of the notes, together with other indebtedness and
available cash, to finance the Acquisition, including the payment of related fees and expenses. See
"Use of Proceeds."

Risk Factors
See "Risk Factors" beginning on page S-5 of this prospectus supplement and the documents
incorporated by reference in this prospectus supplement and in the accompanying prospectus for a
discussion of risks you should carefully consider before deciding whether to invest in the notes.

Governing Law
New York
For a more complete description of the terms of the notes see "Description of the Notes" in this prospectus supplement and "Description of the Debt
Securities" in the accompanying prospectus.

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RISK FACTORS
An investment in the notes involves risks. You should carefully consider the risks and uncertainties described in this prospectus supplement and the
accompanying prospectus, including the risk factors set forth in the documents and reports filed with the SEC that are incorporated by reference in this prospectus
supplement and in the accompanying prospectus, such as the risk factors under "Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2012, on file with the SEC, before you make an investment decision pursuant to this prospectus supplement and the accompanying prospectus. Our
business, financial condition, operating results and cash flows can be impacted by the factors set forth below, any one of which could cause our actual results to
vary materially from recent results or from our anticipated future results.
Risks Related to the Acquisition
The failure to complete the Acquisition at all or within our anticipated time frame, or to realize the expected benefits of the Acquisition, could harm our
business and results of operations.
The closing of the Acquisition, which we expect to occur during the first quarter of 2014, is subject to the satisfaction or waiver of certain conditions, many of
which are beyond our control, including, among others, approval by the FCC and approval by the shareholders of Verizon and Vodafone. In addition, the Acquisition
Agreement contains certain termination rights for each of Verizon and Vodafone, which if exercised give rise to termination fees or expense reimbursement obligations
in specified circumstances, including a termination fee payable by Verizon to Vodafone of $10.0 billion in the event of a termination by Vodafone because of a financing
failure. Consequently, any failure or delay in completing the Acquisition could reduce or eliminate the expected benefits of the Acquisition and adversely affect our
results of operations. Moreover, we cannot assure you that we will realize value from the Acquisition that equals or exceeds the consideration paid.
Additionally, we are currently subject to litigation, and we may in the future be subject to additional litigation, challenging the Acquisition on various grounds.
No assurances can be given that such litigation will not prevent or delay the closing of the Acquisition or increase the costs of the Acquisition to us.
Our debt will increase significantly in connection with the financing of the Acquisition and will further increase if we incur additional debt in the future and
do not retire existing debt.
As of June 30, 2013, we had approximately $49.8 billion of outstanding indebtedness, as well as approximately $6.1 billion of unused borrowing capacity under
our credit facility. In addition, we expect to incur up to approximately $67.2 billion of additional indebtedness in connection with the financing of the Acquisition,
including the notes offered hereby, bank financing, the Verizon Notes, and long-term obligations associated with our assumption of two classes of preferred stock of an
affiliate of Vodafone that are mandatorily redeemable. Our debt level and related debt service obligations could have negative consequences, including:

· requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds we have

available for other purposes, such as working capital, capital expenditures and acquisitions;

· making it more difficult or expensive for us to obtain any necessary future financing for working capital, capital expenditures, debt service requirements,

debt refinancing, acquisitions or other purposes;

· reducing our flexibility in planning for or reacting to changes in our industry and market conditions;

· making us more vulnerable in the event of a downturn in our business; and

· exposing us to interest rate risk since a portion of our debt obligations are at variable rates.
We may incur significantly more debt in the future. If we add new debt and do not retire existing debt, the risks described above could increase.

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http://www.sec.gov/Archives/edgar/data/732712/000119312513364460/...
Table of Contents
Risks Related to the Notes
If we do not consummate the Acquisition on or prior to September 2, 2014, or the Acquisition Agreement is terminated prior to that date, we will be required to
redeem the notes, and you therefore may not obtain your expected return on such redeemed notes.
We may not be able to consummate the Acquisition within the time frame specified under "Description of the Notes--Special Mandatory Redemption." Our
ability to complete the Acquisition is subject to various closing conditions, many of which are beyond our control. See "Prospectus Supplement Summary--Recent
Developments." In the event (i) we do not complete the Acquisition on or prior to September 2, 2014 or (ii) the Acquisition Agreement is terminated on or at any time
prior to such date, we will redeem all the notes on the special mandatory redemption date (as defined below) at the special mandatory redemption price (as defined
below). The "special mandatory redemption price" means 101% of the aggregate principal amount of each series of such notes, plus accrued and unpaid interest from
the date of initial issuance (or the most recent interest payment date on which interest was paid) to, but not including, the special mandatory redemption date (subject to
the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The "special mandatory redemption date" means
the earlier to occur of (i) October 2, 2014, if the Acquisition has not been completed on or prior to September 2, 2014 or (ii) the twentieth business day following the
termination of the Acquisition Agreement. If we do redeem notes pursuant to the special mandatory redemption provisions, you may not obtain your expected return on
such notes and may not be able to reinvest the proceeds from a special mandatory redemption in an investment with a comparable return. You will have no right to opt
out of the special mandatory redemption provisions.
Adverse changes in the credit markets could increase our borrowing costs and the availability of financing.
We require a significant amount of capital to operate and grow our business. We fund our capital needs in part through borrowings in the public and private credit
markets. Adverse changes in the credit markets, including increases in interest rates, could increase our cost of borrowing and make it more difficult for us to obtain
financing for our operations. In addition, our borrowing costs can be affected by short and long-term debt ratings assigned by independent rating agencies which are
based, in significant part, on our performance as measured by customary credit metrics. A decrease in these ratings would likely increase our cost of borrowing and/or
make it more difficult for us to obtain financing, as well as adversely affect the trading price of the notes. A severe disruption in the global financial markets could
impact some of the financial institutions with which we do business, and such instability could affect our access to financing.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the notes, together with other indebtedness and available cash, to finance the Acquisition, including the
payment of related fees and expenses. The net proceeds from the sale of the notes may be held in cash and cash equivalents until the closing of the Acquisition.
Subject to the satisfaction of customary closing conditions, we expect the closing of the Acquisition to occur during the first quarter of 2014. This offering is not
conditioned upon the completion of the Acquisition or the completion of any of the financings or other transactions contemplated in connection with the Acquisition. See
"Prospectus Supplement Summary--Recent Developments."

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