Obligation Verizon Communications Inc 4.862% ( US92343VCK89 ) en USD

Verizon Communications Inc

87.207 % ▼

Etas-Unis

US92343VCK89 ( en USD )

4.862% par an ( paiement semestriel )

20/08/2046

Prospectus brochure de l'obligation Verizon Communications Inc US92343VCK89 en USD 4.862%, échéance 20/08/2046

2 000 USD

4 500 038 000 USD

92343VCK8

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

21/08/2025 ( Dans 118 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 Verizon Communications Inc ( Etas-Unis ) , en USD, avec le code ISIN US92343VCK89, paye un coupon de 4.862% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/08/2046

L'Obligation émise par Verizon Communications Inc ( Etas-Unis ) , en USD, avec le code ISIN US92343VCK89, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Verizon Communications Inc ( Etas-Unis ) , en USD, avec le code ISIN US92343VCK89, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Form424(b)(3)
424B3 1 d829113d424b3.htm FORM424(B)(3)
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-200907

PROSPECTUS

Verizon Communications Inc.
Offer to Exchange
$3,304,145,000 aggregate principal amount of 2.625% notes due 2020
for
$3,304,145,000 aggregate principal amount of 2.625% notes due 2020
that have been registered under the Securities Act of 1933, as amended (the "Securities Act")
Offer to Exchange
$4,500,038,000 aggregate principal amount of 4.862% notes due 2046
for
$4,500,038,000 aggregate principal amount of 4.862% notes due 2046
that have been registered under the Securities Act
Offer to Exchange
$5,500,001,000 aggregate principal amount of 5.012% notes due 2054
for
$5,500,001,000 aggregate principal amount of 5.012% notes due 2054
that have been registered under the Securities Act
The Exchange Offers will expire at 11:59 p.m.,
New York City time, on March 11, 2015, unless extended with respect to any or all series.

We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange (i) up to $3,304,145,000
aggregate principal amount of our outstanding 2.625% notes due 2020 (CUSIP Nos. 92343V CG7 and U9221A AF5) (the "Original Notes due 2020") for a like principal
amount of our 2.625% notes due 2020 that have been registered under the Securities Act (CUSIP No. 92343V CH5) (the "Exchange Notes due 2020"), (ii) up to
$4,500,038,000 aggregate principal amount of our outstanding 4.862% notes due 2046 (CUSIP Nos. 92343V CJ1 and U9221A AG3) (the "Original Notes due 2046") for a
like principal amount of our 4.862% notes due 2046 that have been registered under the Securities Act (CUSIP No. 92343V CK8) (the "Exchange Notes due 2046") and
(iii) up to $5,500,001,000 aggregate principal amount of our outstanding 5.012% notes due 2054 (CUSIP Nos. 92343V CL6 and U9221A AH1) (the "Original Notes due
2054" and, together with the Original Notes due 2020 and the Original Notes due 2046, the "Original Notes") for a like principal amount of our 5.012% notes due 2054
that have been registered under the Securities Act (CUSIP No. 92343V CM4) (the "Exchange Notes due 2054" and, together with the Exchange Notes due 2020 and the
Exchange Notes due 2046, the "Exchange Notes"). We refer to these offers as the "Exchange Offers". When we use the term "Notes" in this prospectus, the term includes
the Original Notes and the Exchange Notes unless otherwise indicated or the context otherwise requires. The terms of the Exchange Offers are summarized below and are
more fully described in this prospectus.
The terms of each series of Exchange Notes are identical to the terms of the corresponding series of Original Notes, except that the transfer restrictions, registration rights
and additional interest provisions applicable to the Original Notes do not apply to the Exchange Notes.
We will accept for exchange any and all Original Notes of each series validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on March 11,
2015, unless extended (the "expiration date").
You may withdraw tenders of Original Notes of each series at any time prior to the expiration of the relevant Exchange Offer.
We will not receive any cash proceeds from the issuance of the Exchange Notes in the Exchange Offers. The Original Notes surrendered and exchanged for the Exchange
Notes will be retired and canceled. Accordingly, issuance of the Exchange Notes will not result in any increase in our outstanding indebtedness.
The exchange of Original Notes of each series for the corresponding series of Exchange Notes should not be a taxable event for U.S. federal income tax purposes.
No public market currently exists for any series of Original Notes. We do not intend to list any series of Exchange Notes on any securities exchange and, therefore, no
active public market is anticipated.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a
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result of market-making activities or other trading activities. We have agreed that, starting on the date the registration statement, of which this prospectus forms a part, is
declared effective and ending on the close of business 90 days after such date, we will make this prospectus available to any broker-dealer for use in connection with any
such resale. See "Plan of Distribution."

See "Risk Factors" beginning on page 9 to read about important factors you should consider before tendering your Original Notes.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 11, 2015
Table of Contents
TABLE OF CONTENTS

ABOUT THIS PROSPECTUS
i
FORWARD-LOOKING STATEMENTS
i
WHERE YOU CAN FIND MORE INFORMATION
ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ii
SUMMARY
1
RECENT DEVELOPMENTS
8
RISK FACTORS
9
USE OF PROCEEDS
12
RATIO OF EARNINGS TO FIXED CHARGES
12
THE EXCHANGE OFFERS
12
DESCRIPTION OF THE EXCHANGE NOTES
22
U.S. FEDERAL INCOME TAX CONSEQUENCES
31
PLAN OF DISTRIBUTION
35
EXPERTS
36
LEGAL MATTERS
36
ABOUT THIS PROSPECTUS
You should read this prospectus carefully before you invest. This prospectus contains important information you should consider when
making your investment decision. You should rely only on the information provided or incorporated by reference in this prospectus and the
documents incorporated by reference herein, which are accurate as of their respective dates. We have not authorized anyone else to provide you
with different information, and we take no responsibility for any information that others may give you.
If any statement in this prospectus conflicts with any statement in a document that we have incorporated by reference, then you should
consider only the statement in the more recent document. The information on our website is not incorporated by reference into this document.
In this prospectus, "we," "our," "us" and "Verizon" refer to Verizon Communications Inc. and its consolidated subsidiaries.
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference, contains both historical and forward-looking statements within
the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934 (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. Factors that could materially affect these forward-looking statements can be found in our periodic reports filed with the SEC.
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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 are made
only as of the date of this prospectus, and we

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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.
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.
We have filed with the SEC a registration statement on Form S-4 relating to the securities covered by this prospectus. This prospectus is a
part of the registration statement and does not contain all of the information in the registration statement. Whenever a reference is made in this
prospectus to a contract or other document of ours, please be aware that the reference is only a summary and that you should refer to the exhibits
that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement at the
SEC's public reference room in Washington, D.C., as well as through the SEC's website.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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, 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 until the date we consummate the Exchange Offers under Section 13(a),
13(c), 14, or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-
K):

· our Annual Report on Form 10-K for the year ended December 31, 2013;

· our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014; and

· our Current Reports on Form 8-K filed on January 28, 2014, January 30, 2014 (two filings), February 11, 2014, February 12,
2014, February 21, 2014, March 7, 2014, March 10, 2014, May 6, 2014, May 29, 2014, June 2, 2014, June 11, 2014, June 12,
2014, June 26, 2014, July 24, 2014, August 5, 2014, August 6, 2014, August 20, 2014, November 26, 2014, December 1, 2014,

December 8, 2014 (filed pursuant to Item 5.02), January 14, 2015, January 30, 2015 and February 5, 2015 (two filings) and our
amended Current Report on Form 8-K/A filed on September 4, 2014 (amending our Current Report on Form 8-K previously filed on
November 7, 2013).
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/investor
In order to obtain timely delivery of such materials, you must request information from us no later than five business days prior to the
expiration of the relevant Exchange Offer.

ii
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Table of Contents
SUMMARY
This summary highlights selected information appearing elsewhere, or incorporated by reference, in this prospectus and is, therefore,
qualified in its entirety by the more detailed information appearing elsewhere, or incorporated by reference, in this prospectus. It may not
contain all the information that is important to you. We urge you to read carefully this entire prospectus and the other documents to which it
refers to understand fully the terms of the Exchange Notes and the Exchange Offers. You should pay special attention to "Risk Factors" and
"Forward-Looking Statements."
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 108.2 million retail connections as of
December 31, 2014. 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 177,300 employees as of December 31, 2014, and generated consolidated revenues of $127.1 billion for the year
ended December 31, 2014.
Our principal executive offices are located at 1095 Avenue of the Americas, New York, New York 10036, and our telephone number is
(212) 395-1000.
The Exchange Offers
On August 21, 2014, in connection with private exchange offers, we issued $3,304,145,000 aggregate principal amount of Original
Notes due 2020, $4,500,038,000 aggregate principal amount of Original Notes due 2046 and $5,500,001,000 aggregate principal amount of
Original Notes due 2054. As part of those issuances, we entered into a registration rights agreement, dated as of August 21, 2014 (the
"Registration Rights Agreement"), with respect to each series of Original Notes with the dealer managers of the private exchange offers, in
which we agreed, among other things, to deliver this prospectus to you and to use our reasonable best efforts to complete an exchange offer
for each series of Original Notes. Below is a summary of the Exchange Offers.

The Exchange Offers
We are offering to exchange up to $3,304,145,000 aggregate principal amount of the
outstanding Original Notes due 2020, up to $4,500,038,000 aggregate principal amount
of the outstanding Original Notes due 2046 and up to $5,500,001,000 aggregate
principal amount of the outstanding Original Notes due 2054 for like principal amounts
of Exchange Notes due 2020, Exchange Notes due 2046 and Exchange Notes due 2054,
respectively. You may tender Original Notes only in denominations of $2,000 and any
integral multiple of $1,000 in excess of $2,000. We will issue each series of Exchange
Notes promptly after the expiration of the applicable Exchange Offer. In order to be
exchanged, an Original Note must be validly tendered, not validly withdrawn and
accepted. Subject to the satisfaction or waiver of the conditions of the Exchange Offers,
all Original Notes that are validly tendered and not validly withdrawn will be
exchanged. As of the date of this prospectus, $3,304,145,000 aggregate principal amount
of Original Notes due 2020 is outstanding, $4,500,038,000 aggregate principal amount
of Original

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Notes due 2046 is outstanding and $5,500,001,000 aggregate principal amount of
Original Notes due 2054 is outstanding. The Original Notes due 2020, the Original
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Notes due 2046 and the Original Notes due 2054 were issued under our Indenture, dated
as of December 1, 2000 (as amended or supplemented, the "Indenture"), between us and
U.S. Bank National Association (as successor to Wachovia Bank, National Association,

formerly known as First Union National Bank), as trustee (the "Trustee"). If all
outstanding Original Notes are tendered for exchange, there will be $3,304,145,000
aggregate principal amount of Exchange Notes due 2020, $4,500,038,000 aggregate
principal amount of Exchange Notes due 2046 and $5,500,001,000 aggregate principal
amount of Exchange Notes due 2054 outstanding after these Exchange Offers.

Purpose of the Exchange Offers
The purpose of the Exchange Offers is to satisfy our obligations under the Registration
Rights Agreement.

Expiration Date; Tenders
The Exchange Offers will expire at 11:59 p.m., New York City time, on March 11,
2015, unless we extend the period of time during which any or all of the Exchange
Offers is open. In the event of any material change to any of the Exchange Offers, we
will extend the period of time during which the relevant Exchange Offer is open if
necessary so that at least five business days remain in the relevant exchange offer period
following notice of the material change. By signing or agreeing to be bound by the letter
of transmittal, you will represent, among other things, that:

·
you are not an affiliate of ours;

·
you are acquiring the Exchange Notes in the ordinary course of your business;

·
you are not participating, do not intend to participate, and have no arrangement or

understanding with anyone to participate, in the distribution (within the meaning of
the Securities Act) of the Exchange Notes; and

·
if you are a broker-dealer that will receive Exchange Notes for its own account in
exchange for Original Notes that were acquired as a result of market-making
activities or other trading activities, you will deliver a prospectus (or to the extent

permitted by law, make available a prospectus to purchasers) in connection with
any resale of such Exchange Notes. For further information regarding resales of
the Exchange Notes by broker-dealers, see the discussion under the caption "Plan
of Distribution."

Accrued Interest on the Exchange Notes and
The Exchange Notes will bear interest from February 21, 2015, which will be the most
Original Notes
recent date to which interest on the applicable series of Original Notes will have been
paid prior to the issuance of the Exchange Notes. If your Original Notes are accepted for
exchange,

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you will receive interest on the corresponding Exchange Notes and not on such Original

Notes. Any Original Notes not tendered will remain outstanding and continue to accrue
interest according to their terms.

Conditions to the Exchange Offers
Our obligation to accept Original Notes tendered in the Exchange Offers is subject to
the satisfaction of certain customary conditions. See "The Exchange Offers--Conditions
to the Exchange Offers."

Procedures for Tendering Original Notes
A tendering holder must, at or prior to the applicable expiration date:

·
transmit a properly completed and duly executed letter of transmittal, including all

other documents required by the letter of transmittal, to the Exchange Agent (as
defined herein) at the address listed in this prospectus; or
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·
if Original Notes are tendered in accordance with the book-entry procedures
described in this prospectus, the tendering holder must transmit an agent's

message (as defined herein) to the Exchange Agent at the address listed in this
prospectus.

See "The Exchange Offers--Procedures for Tendering."

Special Procedures for Beneficial Holders
If you are a beneficial holder of Original Notes that are registered in the name of your
broker, dealer, commercial bank, trust company or other nominee, and you wish to
tender in any of the Exchange Offers, you should promptly contact the person in whose
name your Original Notes are registered and instruct that nominee to tender on your
behalf. See "The Exchange Offers--Procedures for Tendering."

Withdrawal Rights
Tenders may be withdrawn at any time before 5:00 p.m., New York City time, on the
applicable expiration date. See "The Exchange Offers--Withdrawal Rights."

Acceptance of Original Notes and Delivery of
Subject to the conditions stated in the section "The Exchange Offers--Conditions to the
Exchange Notes
Exchange Offers" of this prospectus, we will accept for exchange any and all Original
Notes of each series that are properly tendered in the Exchange Offers and not validly
withdrawn before 5:00 p.m., New York City time, on the applicable expiration date. The
corresponding Exchange Notes will be delivered promptly after the applicable
expiration date. See "The Exchange Offers--Terms of the Exchange Offers."

Absence of Dissenters' Rights of Appraisal
You do not have dissenters' rights of appraisal with respect to the Exchange Offers. See
"The Exchange Offers--Absence of Dissenters' Rights of Appraisal."

Material U.S. Federal Tax Consequences
Your exchange of Original Notes for Exchange Notes pursuant to any of the Exchange
Offers should not be a taxable event for U.S. federal income tax purposes. See "Material
U.S. Federal Income Tax Consequences."

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Exchange Agent
U.S. Bank National Association is serving as the exchange agent (the "Exchange
Agent") in connection with the Exchange Offers. The address and telephone number of
the Exchange Agent are listed under the heading "The Exchange Offers--Exchange
Agent."

Use of Proceeds
We will not receive any cash proceeds from the issuance of the Exchange Notes in the
Exchange Offers. The Original Notes surrendered and exchanged for the Exchange
Notes will be retired and canceled. Accordingly, issuance of the Exchange Notes will
not result in any increase in our outstanding indebtedness.

Resales
Based on existing interpretations of the Securities Act by the SEC staff set forth in
several no-action letters to third parties and subject to the immediately following
sentence, we believe Exchange Notes issued under these Exchange Offers in exchange
for Original Notes may be offered for resale, resold and otherwise transferred by the
holders thereof (other than holders that are broker-dealers) without further compliance
with the registration and prospectus delivery provisions of the Securities Act. However,
any holder of Original Notes that is an affiliate of ours or that intends to participate in
the Exchange Offers for the purpose of distributing any of the Exchange Notes, or any
broker-dealer that purchased any of the Original Notes from us for resale pursuant to
Rule 144A or any other available exemption under the Securities Act, (i) will not be able
to rely on the interpretations of the SEC staff set forth in the above mentioned no-action
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letters, (ii) will not be entitled to tender its Original Notes in the Exchange Offers and
(iii) must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any sale or transfer of the Original Notes unless such
sale or transfer is made pursuant to an exemption from such requirements.

Any broker-dealer that will receive Exchange Notes for its own account in exchange for
Original Notes that were acquired as a result of market-making activities or other trading

activities must deliver a prospectus (or to the extent permitted by law, make available a
prospectus to purchasers) in connection with any resale of such Exchange Notes.

Consequences Of Not Exchanging Original Notes If you do not exchange your Original Notes in the Exchange Offers, you will continue
to be subject to the restrictions on transfer described in the legend on your Original
Notes. In general, you may offer or sell your Original Notes only:

·
if they are registered under the Securities Act and applicable state securities laws;

·
if they are offered or sold under an exemption from registration under the

Securities Act and applicable state securities laws; or

·
if they are offered or sold in a transaction not subject to the Securities Act and

applicable state securities laws.

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Although your Original Notes will continue to accrue interest, they will generally retain
no rights under the Registration Rights Agreement. We currently do not intend to
register any series of Original Notes under the Securities Act. Under some
circumstances, holders of the Original Notes, including holders that are not permitted to
participate in the Exchange Offers or that may not freely sell Exchange Notes received
in the Exchange Offers, may require us to file, and to cause to become effective, a shelf
registration statement covering resales of Original Notes by these holders. For more
information regarding the consequences of not tendering your Original Notes and our
obligations to file a shelf registration statement, see "The Exchange Offers--
Consequences of Exchanging or Failing to Exchange the Original Notes" and "The
Exchange Offers--Registration Rights."

Risk Factors
For a discussion of significant factors you should consider carefully before deciding to
participate in the Exchange Offers, see "Risk Factors" beginning on page 9 of this
prospectus.

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The Exchange Notes

Issuer
Verizon Communications Inc.

Securities Offered
Up to $3,304,145,000 aggregate principal amount of Exchange Notes due 2020, up to
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$4,500,038,000 aggregate principal amount of Exchange Notes due 2046 and up to
$5,500,001,000 aggregate principal amount of Exchange Notes due 2054.

The terms of each series of Exchange Notes are identical to the terms of the
corresponding series of Original Notes, except that the transfer restrictions, registration

rights and additional interest provisions applicable to the Original Notes do not apply to
the Exchange Notes.

Maturity Dates
Exchange Notes due 2020: February 21, 2020.

Exchange Notes due 2046: August 21, 2046.
Exchange Notes due 2054: August 21, 2054.

Interest Rates
Exchange Notes due 2020: 2.625%.

Exchange Notes due 2046: 4.862%.
Exchange Notes due 2054: 5.012%.
The Exchange Notes will bear interest from February 21, 2015, which will be the most
recent date to which interest on the applicable series of Original Notes will have been
paid prior to the issuance of the Exchange Notes.

Interest Payment Dates
February 21 and August 21 of each year, commencing on August 21, 2015.

Optional Redemption
We may redeem any series of the Exchange Notes at our option, in whole, or from time
to time in part, at any time prior to maturity, at the applicable redemption price to be
determined using the procedure described in this prospectus under "Description of the
Exchange Notes--Redemption."

Ranking
Each series of Exchange Notes will be unsecured and will rank equally with all of our
senior unsecured debt.

Book Entry; Form and Denominations
Each series of Exchange Notes will be represented by one or more fully registered
global notes, which we refer to as the "Global Notes." The Global Notes will be
registered in the name of Cede & Co. as nominee for The Depository Trust Company, or
DTC. Beneficial interests in the Exchange Notes will be represented through book-entry
accounts of financial institutions acting on behalf of beneficial owners as direct and
indirect participants in DTC. Clearstream Banking, société anonyme, and Euroclear
Bank, S.A./N.V., as operator of the Euroclear System, will hold interests on behalf of
their participants through their respective U.S. depositaries, which in turn will hold such
interests in accounts as participants of DTC. Except in limited circumstances described
in this prospectus, owners of

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beneficial interests in the Exchange Notes will not be entitled to have Exchange Notes
registered in their names, will not receive or be entitled to receive Exchange Notes in

definitive form and will not be considered holders of Exchange Notes under the
Indenture. The Exchange Notes will be issued in minimum denominations of $2,000
and integral multiples of $1,000 in excess of $2,000.

No Public Market
The Exchange Notes will be new securities for which there is currently no market. A
market for any or all series of Exchange Notes may not develop, or if a market does
develop, it may not provide adequate liquidity.

Governing Law
The Indenture is, and the Exchange Notes will be, governed by the laws of the State of
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New York.

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RECENT DEVELOPMENTS
On January 22, 2015, we announced our unaudited preliminary results for the fourth quarter and full year 2014. For the fourth quarter 2014,
we reported net loss attributable to Verizon of $2.2 billion, or a loss of $0.54 per diluted share, compared with a net income of $5.1 billion, or
$1.76 per share, in the fourth quarter 2013. Reported earnings in both quarters include non-operational items primarily related to the annual
actuarial valuation of benefit plans and mark-to-market pension adjustments. Reported earnings in the fourth quarter of 2014 also included non-
operational items primarily related to the early extinguishment of debt. Reported earnings in the fourth quarter of 2013 also included transaction
costs related to Verizon's purchase of Vodafone Group Plc's indirect 45% interest in Cellco Partnership d/b/a Verizon Wireless. For the year, we
reported earnings attributable to Verizon of $9.6 billion, or $2.42 per diluted share, in 2014, compared with $11.5 billion, or $4.00 per diluted
share, in 2013.
During the quarter, consolidated operating revenues of $33.2 billion rose 6.8% from $31.1 billion in the fourth quarter 2013. Annual
consolidated operating revenues were $127.1 billion in 2014, an increase of 5.4% compared to $120.6 billion in 2013.
Total operating expenses were $35.3 billion in the fourth quarter 2014 and $107.5 billion for the full year 2014, an increase of 85.9% and
21.3%, respectively, from the corresponding periods in 2013.
Total operating revenues from our Wireless segment were $23.5 billion for the fourth quarter 2014 and $87.6 billion for the full year 2014,
an increase of 11% and 8.2%, respectively, from the corresponding periods in 2013. Wireless operating expenses were $17.9 billion for the fourth
quarter 2014 and $60.9 billion for the full year 2014, an increase of 20.5% and 10.6%, respectively, from the corresponding periods in 2013. Total
operating revenues from our Wireline segment were $9.6 billion for the fourth quarter 2014 and $38.4 billion for the full year 2014, a decrease of
1.6% and 0.5%, respectively, from the corresponding periods in 2013. Wireline operating expenses were $9.1 billion for the fourth quarter 2014
and $37.4 billion for the full year 2014, a decrease of 4.7% and 2.4%, respectively, from the corresponding periods in 2013.
Cash flows provided by operating activities were $30.6 billion for the full year 2014, compared with $38.8 billion in 2013. In 2014, net cash
used in investing activities was $15.9 billion, including $17.2 billion in capital expenditures. Net cash used in financing activities was $57.7 billion
in 2014. Our total debt increased $19.7 billion compared with year-end 2013, to $113.3 billion at year end 2014.

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RISK FACTORS
An investment in the Exchange Notes involves risks. Before making a decision whether to participate in the Exchange Offers, you should
carefully consider the risks and uncertainties described in this prospectus, including the risk factors set forth in the documents and reports filed
with the SEC that are incorporated by reference herein. Our business, financial condition, operating results and cash flows can be impacted by
these factors, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results.
Uncertainty as to the trading market for Original Notes not exchanged
To the extent tenders of Original Notes for exchange in the Exchange Offers are accepted by us and the Exchange Offers are completed, the
trading market for the Original Notes that remain outstanding following such completion may be significantly more limited. The remaining
Original Notes may command a lower price than a comparable issue of securities with greater market liquidity. A reduced market value and
reduced liquidity may also make the trading price of the remaining Original Notes more volatile. As a result, the market price for the Original
Notes that remain outstanding after the completion of the Exchange Offers may be adversely affected as a result of the Exchange Offers. Neither
we nor the Exchange Agent has any duty to make a market in any remaining Original Notes.
Uncertainty as to the trading market for the Exchange Notes
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Form424(b)(3)
We cannot make any assurance as to:

· the development of an active trading market for the Exchange Notes;

· the liquidity of any trading market that may develop for the Exchange Notes;

· the ability of holders to sell their Exchange Notes; or

· the price at which the holders would be able to sell their Exchange Notes.
We do not intend to apply for listing of the Exchange Notes on any securities exchange or for quotation through any automated dealer
quotation system. Any trading market that may develop for the Exchange Notes may be adversely affected by changes in the overall market for
investment-grade securities, changes in our financial performance or prospects, a change in our credit rating, the prospects for companies in our
industry generally, any acquisitions or business combinations proposed or consummated by us, the interest of securities dealers in making a market
for the Exchange Notes and prevailing interest rates, financial markets and general economic conditions. A market for the Exchange Notes may be
subject to volatility.
Resale of the Original Notes is restricted
Each series of Exchange Notes will be issued pursuant to a registration statement of which this prospectus forms a part filed with the SEC.
On the other hand, we have not registered the Original Notes under the Securities Act or for public offerings outside the United States.
Consequently, the Original Notes may not be offered or sold in the United States, unless they are registered or transferred pursuant to an exemption
from registration under the Securities Act. As a result, holders who do not participate in the Exchange Offers will face restrictions on the resale of
their Original Notes, and such holders may not be able to sell their Original Notes at the time they wish or at prices acceptable to them. In addition,
we do not anticipate that we will register the Original Notes under the Securities Act and, if you are eligible to exchange your Original Notes in the
Exchange Offers and do not exchange your Original Notes in the Exchange Offers, you will no longer be entitled to have those Original Notes
registered under the Securities Act.

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Treatment of the Original Notes not exchanged
Original Notes not exchanged in the Exchange Offers will remain outstanding. The terms and conditions governing the Original Notes will
remain unchanged. No amendments to these terms and conditions are being sought.
From time to time after the expiration date, we or our affiliates may acquire Original Notes that are not exchanged in the Exchange Offers
through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at
such prices as we or our affiliates may determine or as may be provided for in the Indenture or other documents governing the Original Notes
(which may be on terms more or less favorable from those contemplated in the Exchange Offers and, in either case, could be for cash or other
consideration).
Responsibility for complying with the procedures of the Exchange Offers
Holders of Original Notes are responsible for complying with all of the procedures for tendering Original Notes for exchange in a timely
manner. Therefore, holders of Original Notes that wish to exchange them for Exchange Notes should allow sufficient time for timely completion
of the exchange procedure. If the instructions are not strictly complied with, the letter of transmittal or the agent's message, as the case may be,
may be rejected. Neither we nor the Exchange Agent assumes any responsibility for informing any holder of Original Notes of irregularities with
respect to such holder's participation in the Exchange Offers.
Consummation of the Exchange Offers may not occur
The Exchange Offers are subject to the satisfaction of certain conditions. See "The Exchange Offers--Conditions to the Exchange Offers."
Even if the Exchange Offers are completed, they may not be completed on the schedule described in this prospectus. Accordingly, holders
participating in the Exchange Offers may have to wait longer than expected to receive their Exchange Notes, during which time such holders will
not be able to effect transfers of their Original Notes tendered in the Exchange Offers.
Completion, termination, waiver and amendment
Until we announce whether we have accepted valid tenders of Original Notes for exchange pursuant to the Exchange Offers, no assurance
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