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Prospectus brochure de l'obligation Verizon Communications US92343VDX91 en USD 0%, échue

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1 400 000 000 USD

92343VDX9

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 ( Etats-unis ) , en USD, avec le code ISIN US92343VDX91, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/03/2022

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Table of Contents

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

Registered

per unit

Offering Price
Registration Fee (1)
$1,400,000,000 Floating Rate Notes due 2022

1,400,000,000

100.000%

1,400,000,000

$162,260.00
$1,850,000,000 3.125% Notes due 2022

1,850,000,000

99.487%

1,840,509,500

$213,315.06
$3,250,000,000 4.125% Notes due 2027

3,250,000,000

99.256%

3,225,820,000

$373,872.54
$3,000,000,000 5.250% Notes due 2037

3,000,000,000

99.230%

2,976,900,000

$345,022.71
$1,500,000,000 5.500% Notes due 2047

1,500,000,000

99.810%

1,497,150,000

$173,519.69

(1)
Calculated in accordance with Rule 457(r) of the US Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-213439

Prospectus Supplement
(To Prospectus Dated September 1, 2016)
$11,000,000,000

Verizon Communications Inc.
$1,400,000,000 Floating Rate Notes due 2022
$1,850,000,000 3.125% Notes due 2022
$3,250,000,000 4.125% Notes due 2027
$3,000,000,000 5.250% Notes due 2037
$1,500,000,000 5.500% Notes due 2047

We are offering $1,400,000,000 of our floating rate notes due 2022 (the "floating rate notes"), $1,850,000,000 of our notes due 2022 (the "notes due 2022"),
$3,250,000,000 of our notes due 2027 (the "notes due 2027"), $3,000,000,000 of our notes due 2037 (the "notes due 2037") and $1,500,000,000 of our notes due 2047
(the "notes due 2047" and, together with the floating rates notes, the notes due 2022, the notes due 2027 and the notes due 2037, the "notes"). The floating rate notes will
bear interest at a rate equal to LIBOR plus 1.000%, to be reset quarterly. The notes due 2022 will bear interest at the rate of 3.125% per year; the notes due 2027 will bear
interest at the rate of 4.125% per year; the notes due 2037 will bear interest at the rate of 5.250% per year and the notes due 2047 will bear interest at the rate of 5.500%
per year.
Interest on the floating rate notes is payable quarterly on each March 16, June 16, September 16 and December 16, commencing June 16, 2017. Interest on the notes
due 2022, the notes due 2027, the notes due 2037 and the notes due 2047 is payable on March 16 and September 16 of each year, beginning on September 16, 2017. The
floating rate notes will mature on March 16, 2022; the notes due 2022 will mature on March 16, 2022; the notes due 2027 will mature on March 16, 2027; the notes
due 2037 will mature on March 16, 2037 and the notes due 2047 will mature on March 16, 2047. We may not redeem the floating rate notes prior to maturity. We may
redeem the notes due 2022, the notes due 2027, the notes due 2037 and the notes due 2047, in whole or in part, at any time prior to maturity at the applicable redemption
price to be determined using the procedure described in this prospectus supplement under "Description of the Notes--Redemption."
The notes will be our senior unsecured obligations and will rank equally with all of our unsecured and unsubordinated indebtedness.

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

Floating
Notes
Notes
Notes
Notes

Rate Notes
Total
due 2022

Total
due 2027

Total
due 2037

Total
due 2047

Total

Public Offering Price(1)
100.000% $1,400,000,000 99.487% $1,840,509,500 99.256% $3,225,820,000 99.230% $2,976,900,000 99.810% $1,497,150,000
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Underwriting Discount(2)
0.300% $
4,200,000 0.300% $
5,550,000 0.400% $
13,000,000 0.600% $
18,000,000 0.750% $
11,250,000
Proceeds to Verizon
Communications
Inc. (before
expenses)(2)
99.700% $1,395,800,000 99.187% $1,834,959,500 98.856% $3,212,820,000 98.630% $2,958,900,000 99.060% $1,485,900,000

(1) Plus accrued interest, if any, from March 16, 2017, to the date of delivery.
(2) Before reimbursement of expenses in connection with this offering and other associated expenses, 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 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 March 16, 2017.

Joint Book-Running Managers

Barclays

BofA Merrill Lynch

Morgan Stanley RBC Capital Markets
Senior Co-Managers

Deutsche Bank

Loop Capital Markets

Mizuho Securities
MUFG
UBS Investment Bank
Co-Managers

ICBC Standard Bank

Lloyds Securities

SMBC Nikko

TD Securities
Junior Co-Managers

Drexel Hamilton Ramirez & Co., Inc.
Siebert Cisneros Shank & Co., L.L.C.
The Williams Capital Group, L.P

March 13, 2017
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

About this Prospectus Supplement
S-i
Where You Can Find More Information
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Use of Proceeds
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Description of the Notes
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U.S. Federal Income Tax Considerations
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Underwriting
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Legal Matters
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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

4
Description of the Debt Securities

5
Clearing and Settlement

9
Experts

11
Legal Matters

11
Plan of Distribution

12

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ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus 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 accompanying prospectus contains information about our debt securities generally. This prospectus
supplement may add, update or change information in the accompanying prospectus. You should rely only on the information provided or
incorporated by reference in this prospectus supplement, the accompanying prospectus, any related free writing prospectus and the documents
incorporated by reference herein and therein, which are accurate as of their respective dates. We have not authorized anyone else to provide you
with different information.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information
contained in the accompanying prospectus, on the other hand, the information contained in this prospectus supplement shall control. If any
statement in this prospectus supplement conflicts with any statement in a document which we have incorporated by reference, then you should
consider only the statement in the more recent document.
In this prospectus supplement, "we," "our," "us" and "Verizon" refer to Verizon Communications Inc. and its consolidated subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of these
documents at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference room. Our SEC filings are also available to the public on the SEC's website at
http://www.sec.gov.

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The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and
information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the following
documents we have filed with the SEC and the future filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any Current
Report on Form 8-K):

·
Verizon's Annual Report on Form 10-K for the year ended December 31, 2016;

·
Verizon's Current Reports on Form 8-K filed on January 25, 2017, January 31, 2017, February 1, 2017, February 3, 2017, February 21,

2017, March 3, 2017 and March 13, 2017; and

·
the description of Verizon's Common Stock contained in the registration statement on Form 8-A filed on March 12, 2010, under

Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating that description.
You may request a copy of these filings, at no cost, by contacting us at:
Investor Relations
Verizon Communications Inc.
One Verizon Way
Basking Ridge, New Jersey 07920
Telephone: (212) 395-1525
Internet Site: www.verizon.com/about/investors
You should rely only on the information incorporated by reference or provided in this prospectus, any supplement or any pricing supplement.
We have not authorized anyone else to provide you with different information. The information on our website is not incorporated by reference
into this prospectus supplement or the accompanying prospectus.

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USE OF PROCEEDS
We intend to use the net proceeds from the sale of the notes due 2037 and the notes due 2047 for the purchase of notes that are validly
tendered in the tender offers commenced by us on March 13, 2017, subject to the terms and conditions provided in the related offer to purchase.
We intend to use the net proceeds from the sale of the floating rate notes, the notes due 2022 and the notes due 2027, and any remaining net
proceeds from the notes due 2037 and the notes due 2047 after purchasing the notes in the tender offers, for general corporate purposes, which may
include, among other things, the financing, in whole or in part, of our pending acquisition of Yahoo! Inc. and discretionary contributions to our
qualified pension plans. The series of notes that we are seeking to purchase in the tender offers include the following: 8.950% Notes due 2039,
7.750% Notes due 2030, 7.350% Notes due 2039, 7.750% Notes due 2032, 6.900% Notes due 2038, 6.400% Notes due 2038, 6.250% Notes due
2037, 6.400% Notes due 2033, 6.550% Notes due 2043, 6.000% Notes due 2041, 5.850% Notes due 2035, 6.100% Notes due 2018 and 5.500%
Notes due 2018 issued by Verizon Communications Inc.; 8.300% Debentures due 2031, 8.000% Debentures due 2029 and 5.125% Debentures due
2033 issued by Verizon Maryland LLC; 8.750% Debentures due 2031, 8.350% Debentures due 2030 and 6.000% Debentures due 2028 issued by
Verizon Pennsylvania LLC; 8.375% Debentures due 2029 and 7.875% Debentures due 2022 issued by Verizon Virginia LLC; 8.625% Debentures
due 2031 issued by Verizon Delaware LLC; 6.940% Debentures due 2028, 8.750% Debentures due 2021 and 6.840% Debentures due 2018 issued
by GTE LLC; 7.875% Debentures due 2029 issued by Verizon New England Inc.; 7.850% Debentures due 2029 and 8.000% Debentures due 2022
issued by Verizon New Jersey Inc.; and 7.375% Debentures due 2032 and 6.500% Debentures due 2028 issued by Verizon New York Inc.

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DESCRIPTION OF THE NOTES
Principal Amount, Maturity and Interest for the Floating Rate Notes
We are offering $1,400,000,000 of our floating rate notes which will mature on March 16, 2022.
We will pay interest on the floating rate notes at a rate per annum equal to LIBOR plus 1.000%, which rate will be reset quarterly as
described below. We will pay interest on the floating rate notes quarterly in arrears on each March 16, June 16, September 16 and December 16,
beginning June 16, 2017, each an "interest payment date." The interest rate on the floating rate notes will in no event be lower than zero.
If any interest payment date falls on a day that is not a business day, as defined below, we will make the interest payment on the next
succeeding business day unless that business day is in the next succeeding calendar month, in which case (other than in the case of the interest
payment date on the maturity date) we will make the interest payment on the immediately preceding business day. If an interest payment is made
on the next succeeding business day, no interest will accrue as a result of the delay in payment. Interest on the floating rate notes will be computed
on the basis of a 360-day year and the actual number of days elapsed.
Interest on the floating rate notes will accrue from, and including, March 16, 2017, 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 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 by an accrued
interest factor. This accrued interest factor is computed by adding the interest factor calculated for each day from March 16, 2017, or from the last
interest payment date to which interest has been paid or duly provided for, 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 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. Interest on the floating rate notes on any interest payment date, subject to
certain exceptions, will be paid to the person in whose name the floating rate notes are registered at the close of business on March 1, June 1,
September 1 and December 1, as applicable, 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" with respect to the floating rate notes, we mean any day, other than a Saturday or a Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in the City of
New York; provided that such day is also a London business day. "London business day" means any day on which commercial banks are open for
business, including dealings in U.S. dollars, in London.
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The interest rate on the floating rate notes will be calculated by the calculation agent, which will be an independent investment banking or
commercial banking institution of international standing appointed by us, and will be equal to LIBOR plus 1.000%, except that the interest rate in
effect for the period from and including March 16, 2017 to but excluding June 16, 2017, the initial interest reset date, as defined below, will be
established by us as the rate for deposits in U.S. dollars having a maturity of three months commencing March 16, 2017 that appears on the
Designated LIBOR Page, as defined below, as of 11:00 a.m., London time, on March 14, 2017, plus 1.000% (such rate, the "initial interest rate").
The calculation agent will reset the interest rate on each interest payment date, each of which we 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, except that the interest

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rate in effect for the period from and including March 16, 2017 to but excluding the initial interest reset date will be the initial interest rate. 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.
"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 U.S. 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 such rate appears, then LIBOR, in respect to that interest determination date, will be
determined in accordance with the provisions described in clause (2) below.

(2)
With respect to an interest determination date on which no rate appears on the Designated LIBOR Page, as specified in clause (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 U.S. 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 U.S. 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 U.S. dollars to
leading European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in U.S.
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 in 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 in the future.
Principal Amount, Maturity and Interest for the Notes due 2022, the Notes due 2027, the Notes due 2037 and the Notes due 2047
We are offering $1,850,000,000 of our notes due 2022 which will mature on March 16, 2022, $3,250,000,000 of our notes due 2027 which
will mature on March 16, 2027, $3,000,000,000 of our notes due 2037 which will mature on March 16, 2037 and $1,500,000,000 of our notes
due 2047 which will mature on March 16, 2047.
We will pay interest on the notes due 2022 at the rate of 3.125% per annum, interest on the notes due 2027 at the rate of 4.125% per annum,
interest on the notes due 2037 at the rate of 5.250% per annum and interest on the notes due 2047 at the rate of 5.500% per annum, in each case, on
March 16 of each year to holders of record at the close of business on the immediately preceding March 2 and on September 16 of each year to
holders of record at the close of business on the immediately preceding September 2. If interest or principal on the notes due 2022, the notes
due 2027, the notes due 2037 or the notes due 2047 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 such notes on the next succeeding business day, and no interest will accrue as a result of the delay
in payment. The

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first interest payment date on the notes due 2022, the notes due 2027, the notes due 2037 and the notes due 2047 is September 16, 2017. Interest on
the notes due 2022, the notes due 2027, the notes due 2037 and the notes due 2047 will accrue from March 16, 2017 and will accrue on the basis of
a 360-day year consisting of 12 months of 30 days.
We may issue additional notes due 2022, notes due 2027, notes due 2037 and notes due 2047 in the future.
Form and Denomination
The notes will only be issued in book-entry form, which means that the notes of each series will be represented by one or more permanent
global certificates registered in the name of The Depository Trust Company, New York, New York, commonly known as DTC, or its nominee.
You may hold interests in the notes directly through DTC, Euroclear Bank, S.A./N.V., commonly known as Euroclear, or Clearstream Banking,
société anonyme, Luxembourg, commonly known as Clearstream, if you are a participant in any of these clearing systems, or indirectly through
organizations which are participants in these systems. Links have been established among DTC, Clearstream and Euroclear to facilitate the
issuance of the notes and cross-market transfers of the notes associated with secondary market trading. DTC is linked indirectly to Clearstream and
Euroclear through the depositary accounts of their respective U.S. depositaries. Beneficial interests in the notes may be held in minimum
denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. Notes of each series in book-entry form that can be exchanged for
definitive notes of the applicable series under the circumstances described in the accompanying prospectus under the caption "CLEARING AND
SETTLEMENT" will be exchanged only for definitive notes of the applicable series issued in minimum denominations of $2,000 and integral
multiples of $1,000 in excess of $2,000.
Redemption
We may not redeem the floating rate notes prior to maturity. However, we may at any time purchase all or some of the floating rate notes by
tender, in the open market or by private agreement, subject to applicable law.
We have the option to redeem the notes due 2022, the notes due 2027, the notes due 2037 and the notes due 2047 on not less than 30 nor
more than 60 days' notice, in whole or in part, at any time prior to maturity, at a redemption price equal to the greater of:

·
100% of the principal amount of the notes being redeemed, or

·
the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed (exclusive of
interest accrued to the date of redemption), as the case may be, discounted to the date of redemption on a semiannual basis (assuming

a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points for the notes due 2022, the Treasury Rate
plus 25 basis points for the notes due 2027, the Treasury Rate plus 35 basis points for the notes due 2037 and the Treasury Rate plus 35
basis points for the notes due 2047,
plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the date of redemption.
The "Treasury Rate" will be determined on the third business day preceding the date of redemption and means, with respect to any date of
redemption:

(1)
the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published
statistical release published by the Board of Governors of the Federal Reserve System designated as "Statistical Release H. 15" 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

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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 semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a

price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity
comparable to the remaining term, referred to as the remaining life, of the notes due 2022, the notes due 2027, the notes due 2037 or the notes
due 2047, as the case may be, being 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 2022, the notes due 2027, the notes
due 2037 or the notes due 2047, as the case may be.
"Comparable Treasury Price" means (1) the average of three Reference Treasury Dealer Quotations for that date of redemption, or (2) if the
Independent Investment Banker is unable to obtain three Reference Treasury Dealer Quotations, the average of all quotations obtained.
"Independent Investment Banker" means an independent investment banking or commercial banking institution of national standing
appointed by us.
"Reference Treasury Dealer" means (1) any independent investment banking or commercial banking institution of national standing and any
of its successors appointed by us, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in
the United States, referred to as a Primary Treasury Dealer, we shall substitute therefor another Primary Treasury Dealer, and (2) any other Primary
Treasury Dealer selected by the Independent Investment Banker and approved in writing by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any date of redemption, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent Investment Banker at 3:30 p.m., New York City time, on the third
business day preceding the date of redemption.
In addition, we may at any time purchase all or some of the notes due 2022, the notes due 2027, the notes due 2037 or the notes due 2047 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.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a discussion of material U.S. federal income tax considerations relating to the purchase, ownership and disposition of the
notes by U.S. Holders and Non-U.S. Holders (each as defined below) that purchase the notes at their issue price (generally the first price at which a
substantial amount of the notes of the applicable series is sold, excluding sales to bond houses, brokers or similar persons or organizations acting in
the capacity of underwriters, placement agents or wholesalers) pursuant to this offering and hold such notes as capital assets. This discussion is
based on the U.S. Internal Revenue Code of 1986, as amended (the "Code"), U.S. Treasury regulations promulgated or proposed thereunder and
administrative and judicial interpretations thereof, all as in effect on the date hereof, and all of which are subject to change, possibly with
retroactive effect, or to different interpretation. This discussion does not address all of the U.S. federal income tax considerations that may be
relevant to specific Holders (as defined below) in light of their particular circumstances or to Holders subject to special treatment under U.S.
federal income tax law (such as banks, insurance companies, dealers in securities or other Holders that generally mark their securities to market for
U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain
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former citizens or residents of the United States, non-resident alien individuals present in the United States for 183 days or more during the taxable
year, Holders that hold a note as part of a straddle, hedge, conversion or other integrated transaction, U.S. Holders that have a "functional
currency" other than the U.S. dollar, or entities taxed as partnerships or the partners therein). This discussion does not address any U.S. state or
local or non-U.S. tax considerations or any U.S. federal estate, gift, alternative minimum tax or Medicare tax on net investment income
considerations.
As used in this discussion, the term "U.S. Holder" means a beneficial owner of a note that, for U.S. federal income tax purposes, is (i) an
individual who is a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States, any
state thereof or the District of Columbia or (iii) otherwise subject to U.S. federal income taxation on a net income basis in respect of the note. As
used in this discussion, the term "Non-U.S. Holder" means a beneficial owner of a note that is an individual, corporation foreign estate, or foreign
trust, that is not a U.S. Holder, and the term "Holder" means a U.S. Holder or a Non-U.S. Holder.
EACH PERSON CONSIDERING AN INVESTMENT IN THE NOTES SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING
THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS RELATING TO
THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES.
U.S. Holders
Interest on the Notes
In general, interest payable on a note will be taxable to a U.S. Holder as ordinary interest income when it is received or accrued, in
accordance with such U.S. Holder's regular method of accounting for U.S. federal income tax purposes. The notes are not expected to be issued
with more than de minimis original issue discount ("OID"). However, if the notes of any series are issued with more than de minimis OID, each
U.S. Holder of a note of such series generally will be required to include OID in income (as interest) as it accrues, regardless of its regular method
of accounting for U.S. federal income tax purposes, using a constant yield method, before such U.S. Holder receives any payment attributable to
such income. The remainder of this discussion assumes that the notes are not issued with more than de minimis OID.
Sale, Exchange, Retirement or Other Disposition of the Notes
Upon the sale, exchange, retirement or other disposition of a note, a U.S. Holder generally will recognize a gain or loss in an amount equal to
the difference between the amount realized on such sale, exchange, retirement

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or other disposition (other than any amount attributable to accrued interest, which, if not previously included in such U.S. Holder's income, will be
taxable as interest income to such U.S. Holder) and such U.S. Holder's "adjusted tax basis" in such note. Any gain or loss so recognized generally
will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder has held such note for more than one year at the time of
such sale, exchange, retirement or other disposition. Net long-term capital gain of certain non-corporate U.S. Holders generally is subject to
preferential rates of tax. The deductibility of capital losses is subject to limitations.
Information Reporting and Backup Withholding
Information reporting generally will apply to payments to a U.S. Holder of interest on, or proceeds from the sale, exchange, retirement or
other disposition of, a note, unless such U.S. Holder is an entity that is exempt from information reporting and, when required, demonstrates this
fact. Any such payment to a U.S. Holder that is subject to information reporting generally will also be subject to backup withholding, unless such
U.S. Holder provides the appropriate documentation (generally, Internal Revenue Service ("IRS") Form W-9) to the applicable withholding agent
certifying that, among other things, its taxpayer identification number (which for an individual would be his or her Social Security number) is
correct, or otherwise establishes an exemption.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund
or a credit against a U.S. Holder's U.S. federal income tax liability if the required information is furnished by such U.S. Holder on a timely basis to
the IRS.
Non-U.S. Holders
Interest on the Notes
Except in the circumstances described below under "--Information Reporting and Backup Withholding" and "--FATCA Withholding,"
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424B2
payments of interest on notes owned by a Non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax, provided
that (i) such Non-U.S. Holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock
entitled to vote (ii) such Non-U.S. Holder is not, for U.S. federal income tax purposes, a controlled foreign corporation that is related to us through
stock ownership, and (iii) such Non-U.S. Holder certifies under penalty of perjury that it is a Non-U.S.-Holder (usually by providing an IRS
Form W-8BEN or W-8BEN-E) or provides other appropriate documentation to the applicable withholding agent.
Sale or Other Taxable Disposition of the Notes
Except in the circumstances described below under "--Information Reporting and Backup Withholding" and "--FATCA Withholding," a
Non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax on any gain recognized on the sale, exchange,
redemption, retirement or other disposition of a note.
Information Reporting and Backup Withholding
Payments of interest on notes owned by a Non-U.S. Holder (including additional amounts, if any), and gross proceeds from the sale or
redemption of such notes within the United States or through certain U.S.-related financial intermediaries, generally are subject to information
reporting and backup withholding unless the Non-U.S. Holder certifies under penalty of perjury that it is a Non-U.S. Holder (usually by providing
an IRS Form W-8BEN or W-8BEN-E) or otherwise establishes an exemption. Any amounts withheld under the backup withholding rules may be
allowed as a refund or a credit against such Non-U.S. Holder's U.S. federal income tax liability provided the required information is timely
furnished to the IRS.
Payments of interest on a note to a Non-U.S. Holder and the amount of any U.S. federal tax withheld from such payments generally must be
reported annually to the IRS and to such Non-U.S. Holder, regardless of whether withholding is required.

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FATCA Withholding
Under the U.S. tax rules known as FATCA, a Non-U.S. Holder of our notes will generally be subject to 30% U.S. withholding tax on
payments made on (and, after December 31, 2018, gross proceeds from the sale or other taxable disposition of) the notes if the Non-U.S. Holder
(i) is, or holds its notes through, a foreign financial institution that has not entered into an agreement with the U.S. government to report, on an
annual basis, certain information regarding accounts with or interests in the institution held by certain United States persons and by certain non-
U.S. entities that are wholly or partially owned by United States persons, or, if it is subject to an intergovernmental agreement between the United
States and a foreign country, that has been designated as a "nonparticipating foreign financial institution", or (ii) fails to provide certain
documentation (usually an IRS Form W-8BEN or W-8BEN-E) containing information about its identity, its FATCA status, and if required, its
direct and indirect U.S. owners. The future adoption of, or implementation of, an intergovernmental agreement between the United States and an
applicable foreign country, or future U.S. Treasury regulations, may modify these requirements. If any taxes were to be deducted or withheld from
any payments in respect of the notes as a result of a beneficial owner or intermediary's failure to comply with the foregoing rules, no additional
amounts will be paid on the notes as a result of the deduction or withholding of such taxes. You should consult your own tax advisor on how these
rules may apply to your investment in the notes.

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UNDERWRITING
Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC are
acting as representatives of the several underwriters for the notes.
Subject to the terms and conditions stated in the purchase agreement dated the date of this prospectus supplement, each underwriter named
below has severally agreed to purchase, and we have agreed to sell to that underwriter, the principal amount of notes set forth opposite the
underwriter's name.

Principal
amount of
Principal
Principal
Principal
Principal
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424B2
floating rate
amount of notes
amount of notes
amount of notes
amount of notes
Underwriters

notes

due 2022

due 2027

due 2037

due 2047

Barclays Capital Inc.
$
210,000,000 $
277,500,000 $
487,500,000 $
450,000,000 $
225,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

210,000,000
277,500,000
487,500,000
450,000,000
225,000,000
Morgan Stanley & Co. LLC

210,000,000
277,500,000
487,500,000
450,000,000
225,000,000
RBC Capital Markets, LLC

210,000,000
277,500,000
487,500,000
450,000,000
225,000,000
Deutsche Bank Securities Inc.

92,400,000
122,100,000
214,500,000
198,000,000
99,000,000
Loop Capital Markets LLC

92,400,000
122,100,000
214,500,000
198,000,000
99,000,000
Mizuho Securities USA Inc.

92,400,000
122,100,000
214,500,000
198,000,000
99,000,000
MUFG Securities Americas Inc.

92,400,000
122,100,000
214,500,000
198,000,000
99,000,000
UBS Securities LLC

92,400,000
122,100,000
214,500,000
198,000,000
99,000,000
ICBC Standard Bank plc

17,500,000
23,125,000
40,625,000
37,500,000
18,750,000
Lloyds Securities Inc.

17,500,000
23,125,000
40,625,000
37,500,000
18,750,000
SMBC Nikko Securities America, Inc.

17,500,000
23,125,000
40,625,000
37,500,000
18,750,000
TD Securities (USA) LLC

17,500,000
23,125,000
40,625,000
37,500,000
18,750,000
Drexel Hamilton, LLC

7,000,000
9,250,000
16,250,000
15,000,000
7,500,000
Samuel A. Ramirez & Company, Inc.

7,000,000
9,250,000
16,250,000
15,000,000
7,500,000
Siebert Cisneros Shank & Co., L.L.C.

7,000,000
9,250,000
16,250,000
15,000,000
7,500,000
The Williams Capital Group, L.P.

7,000,000
9,250,000
16,250,000
15,000,000
7,500,000

Total
$ 1,400,000,000 $ 1,850,000,000 $ 3,250,000,000 $ 3,000,000,000 $ 1,500,000,000

The purchase agreement provides that the obligations of the underwriters to purchase the notes included in this offering are subject to
approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the notes if they purchase any of the
notes.
The underwriters propose to offer some of the notes directly to the public at the public offering prices set forth on the cover page of this
prospectus supplement and some of such notes to dealers at the public offering prices less a concession not to exceed 0.20% of the principal
amount of the floating rate notes, 0.20% of the principal amount of the notes due 2022, 0.20% of the principal amount of the notes due 2027, 0.35%
of the principal amount of the notes due 2037 and 0.45% of the principal amount of the notes due 2047. The underwriters may allow, and dealers
may reallow, a concession not to exceed 0.10% of the principal amount of the floating rate notes, 0.10% of the principal amount of the notes
due 2022, 0.10% of the principal amount of the notes due 2027, 0.25% of the principal amount of the notes due 2037 and 0.30% of the principal
amount of the notes due 2047 on sales to other dealers. After the initial offering of the notes to the public, the representatives, on behalf of the
underwriters, may change the public offering prices and other selling terms.
The following table shows the underwriting discounts that we are to pay to the underwriters in connection with this offering (expressed as a
percentage of the principal amount of each series of the notes).

Paid by

Verizon
Per floating rate note

0.300%
Per note due 2022

0.300%
Per note due 2027

0.400%
Per note due 2037

0.600%
Per note due 2047

0.750%

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Each series of notes will constitute a new issue of securities with no established trading market. The notes will not be listed on any securities
exchange or on any automated dealer quotation system. The underwriters have advised us that they currently intend to make a market in the notes.
However, they are not obligated to do so and they may discontinue market-making activities with respect to the notes at any time without notice.
Accordingly, we cannot assure you as to the liquidity of, or the trading market for, the notes.
In connection with this offering, the representatives, on behalf of the underwriters, may over-allot notes or effect transactions with a view to
supporting the market price of the notes at a level higher than that which might otherwise prevail. However, there is no assurance that the
representatives, on behalf of the underwriters, will undertake any stabilization action. Any stabilization action may begin on or after the date on
which adequate public disclosure of the final terms of the offer of the notes is made, and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the relevant notes and 60 days after the date of the allotment of the relevant notes. Any
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