Obligation Verizen Comms Inc 5.85% ( US92344GAX43 ) en USD

Verizen Comms Inc

100 % ▼

Etas-Unis

US92344GAX43 ( en USD )

5.85% par an ( paiement semestriel )

14/09/2035

Prospectus brochure de l'obligation Verizon Communications Inc US92344GAX43 en USD 5.85%, échéance 14/09/2035

1 000 USD

1 500 000 000 USD

92344GAX4

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/09/2025 ( Dans 135 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 US92344GAX43, paye un coupon de 5.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/09/2035

L'Obligation émise par Verizen Comms Inc ( Etas-Unis ) , en USD, avec le code ISIN US92344GAX43, 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 US92344GAX43, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prepared and filed by St Ives Burrups
424B5 1 b408731_424b5.htm FORM 424B5
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PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 8, 2005)
$1,500,000,000
Verizon Global Funding Corp.
$500,000,000 4.90% Notes due 2015
$1,000,000,000 5.85% Notes due 2035
Supported as to Payment of Principal and Interest by
Verizon Communications Inc.
We are offering $500,000,000 of our notes due 2015 and $1,000,000,000 of our notes due 2035. The notes due
2015 will bear interest at the rate of 4.90% per year and the notes due 2035 will bear interest at the rate of 5.85%
per year. Interest on the notes is payable on March 15 and September 15 of each year, beginning on March 15,
2006. The notes due 2015 will mature on September 15, 2015 and the notes due 2035 will mature on
September 15, 2035. We may redeem the notes, 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. Except as otherwise described, Verizon Communications' support obligations
will rank equally with all of its other senior unsecured debt.
The notes will not be listed on any securities exchange.
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.
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Per Note
Per Note

Due 2015
Total

Due 2035
Total

Public Offering Price
99.228% $496,140,000 99.286% $992,860,000
Underwriting Discount*
0.450% $
2,250,000 0.875% $
8,750,000
Proceeds to Verizon Global Funding*
98.778% $493,890,000 98.411% $984,110,000

* Before reimbursement of expenses and payments which the underwriters have agreed to make to us. See "Underwriting."
Interest on the notes will accrue from September 13, 2005 to date of delivery.
The underwriters are severally underwriting the notes being offered. The underwriters expect to deliver the notes
in book-entry form only through the facilities of The Depository Trust Company, Clearstream Banking, société
anonyme or the Euroclear System against payment in New York, New York on or about September 13, 2005.
Joint Book-Running Managers
ABN AMRO Incorporated

Barclays Capital

Citigroup
Senior Co-Managers
Credit Suisse First Boston

Goldman, Sachs & Co.

Lehman Brothers

Mitsubishi Securities
RBS Greenwich

Capital
Co-Managers
Blaylock & Company, Inc.

Guzman & Company
The Williams Capital Group, L.P.
September 8, 2005
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TABLE OF CONTENTS

Prospectus Supplement

About this Prospectus Supplement

S-2
Use of Proceeds

S-2
Description of the Notes

S-2
Certain United States Federal Income Tax Considerations

S-4
Underwriting

S-6

Prospectus

About this Prospectus

2
Where You Can Find More Information

2
Verizon Communications

3
Verizon Global Funding

3
Ratios of Earnings to Fixed Charges

3
Use of Proceeds

3
Description of Verizon Communications Capital Stock

3
Description of the Debt Securities and the Support Arrangements

4
Clearing and Settlement

8
Experts

11
Legal Matters

11
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 8, 2005. We have not authorized anyone else to provide you with different information.
USE OF PROCEEDS
We will use the net proceeds from the sale of the notes to repay a portion of our existing short-term indebtedness
which was incurred to make investments in, or advances to, Verizon Communications and its subsidiaries in
connection with the financing of their operations, and for the general corporate purposes of Verizon
Communications and its subsidiaries. The short-term indebtedness of Verizon Global Funding to entities that are
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not affiliated with Verizon Communications or its affiliates (excluding current maturities of long-term debt) at
July 31, 2005 was $1,150,517,000 at a weighted average interest rate of 3.36%.
DESCRIPTION OF THE NOTES

Principal Amount, Maturity and Interest
We are offering $500,000,000 of our 4.90% Notes due 2015 which will mature on September 15, 2015 and
$1,000,000,000 of our 5.85% Notes due 2035 which will mature on September 15, 2035. We will pay interest on
the notes on March 15 of each year to holders of record on the preceding March 1, and on September 15 of each
year to holders of record on the preceding September 1. If interest or principal 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
is March 15, 2006. Interest will accrue from September 13, 2005, and will accrue on the basis of a 360-day year
consisting of 12 months of 30 days.
Form
The notes will only be issued in book-entry form, which means that the notes 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,
Clearstream Banking, sociéte 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. See "CLEARING AND SETTLEMENT" in the accompanying prospectus.
S-2
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Redemption
We have the option to redeem any of the notes due 2015 or the notes due 2035 on not less than 30 nor more than
60 days' notice, in whole or from time to time in part, at a redemption price equal to the greater of:
(1) 100% of the principal amount of the notes being redeemed, and
(2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes, as
the case may be, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points for the notes due 2015 and the
Treasury Rate plus 30 basis points for the notes due 2035, plus, in each case, accrued and unpaid interest on the
principal amount being redeemed to the date of redemption.
The "Treasury Rate" will be determined on the third business day preceding the redemption date and means, with
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.I5(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after
the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable
Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on
a straight-line basis, rounding to the nearest month), or
(2) if such 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 2015 or the notes due 2035, 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 2015 or notes due 2035, 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
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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.
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Additional Information
See "DESCRIPTION OF THE DEBT SECURITIES AND THE SUPPORT ARRANGEMENTS" in the
accompanying prospectus for additional important information about the notes. That information includes:
·
additional information about the terms of the notes;

·
a description of the support agreement;

·
general information about the indenture and the trustee;

·
a description of certain restrictions; and

·
a description of events of default under the indenture.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain U.S. federal income tax considerations relevant to the purchase, ownership
and disposition of the notes under current law (which is subject to change, possibly on a retroactive basis). The
summary applies only to holders who are beneficial owners of the notes who purchase the notes in the original
offering at the initial offering prices indicated in this prospectus supplement and own the notes as capital assets.
The summary does not purport to be a complete analysis of all the potential U.S. federal income tax
consequences relating to the purchase, ownership 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;

·
real estate investment trusts;

·
brokers or dealers;

·
persons who hold notes as part of a straddle, hedge, conversion transaction, or other integrated investment;
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·
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 a note 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
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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.
U.S. Holders
Taxation of Interest. Interest payable on the notes will be included in the U.S. Holder's gross income as
ordinary income in accordance with the holder's regular method of tax accounting.
Sale, Exchange, Redemption or Other Taxable Disposition. Upon a sale, exchange or other taxable disposition
of the notes, the U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount
realized and the holder's adjusted tax basis in the note. The amount of any proceeds attributable to accrued but
unpaid interest will not be taken into account in computing the holder's gain or loss. Instead, that portion will be
recognized as ordinary income to the extent that the holder has not previously included the accrued interest in
income.
Gain or loss recognized generally will be treated as a capital gain or loss and generally will be treated as a long-
term capital gain or loss if, at the time of the sale or exchange, the holder has held the notes for more than one
year. Non-corporate taxpayers are subject to a reduced tax rate on their long-term capital gains. All taxpayers are
subject to certain limitations on the deductibility of their capital losses.
Non-U.S. Holders
U.S. Federal Withholding Tax. U.S. federal withholding tax will not apply to any payment made to a Non-U.S.
Holder of principal or interest on the notes, provided that:
·
the holder does not own 10% or more of the total combined voting power of all classes of our voting stock for
U.S. federal income tax purposes;

·
the holder is not a controlled foreign corporation that is related to us through stock ownership; and

·
the holder (a) provides a properly executed Internal Revenue Service, referred to as the IRS, Form W-8BEN
(or a suitable substitute form), and certifies, under penalties of perjury, that it is not a U.S. person or (b) holds
the notes through a qualified intermediary or withholding foreign partnership that has entered into a
withholding agreement with the IRS or through a clearing organization or other financial institution and, in
each case, certain certification requirements are satisfied.
Interest payments that are effectively connected with the conduct of a trade or business by a Non-U.S. Holder
within the United States are not subject to the U.S. federal withholding tax, but instead are subject to U.S. federal
income tax, as described below.
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