Filed Pursuant to Rule 433
Registration No. 333-190954
Final Term Sheet
October 22, 2014
VERIZON COMMUNICATIONS INC.
$1,500,000,000 3.00% Notes due 2021
$2,500,000,000 3.50% Notes due 2024
$2,500,000,000 4.40% Notes due 2034
| Issuer: | Verizon Communications Inc. (“Verizon”) | |||
| Title of Securities: | 3.00% Notes due 2021 (the “Notes due 2021”) | |||
| 3.50% Notes due 2024 (the “Notes due 2024”) | ||||
| 4.40% Notes due 2034 (the “Notes due 2034” and together with the Notes due 2021 and the Notes due 2024, the “Notes”) | ||||
| Trade Date: | October 22, 2014 | |||
| Settlement Date (T+5): | October 29, 2014 | |||
| Maturity Date: | Notes due 2021: | November 1, 2021 | ||
| Notes due 2024: | November 1, 2024 | |||
| Notes due 2034: | November 1, 2034 | |||
| Interest Payment Dates: | Semiannually on each May 1 and November 1, commencing May 1, 2015 | |||
| Aggregate Principal Amount Offered: | Notes due 2021: | $1,500,000,000 | ||
| Notes due 2024: | $2,500,000,000 | |||
| Notes due 2034: | $2,500,000,000 | |||
| Public Offering Price: | Notes due 2021: 99.699% plus accrued interest, if any, from October 29, 2014 | |||
| Notes due 2024: 99.340% plus accrued interest, if any, from October 29, 2014 | ||||
| Notes due 2034: 99.276% plus accrued interest, if any, from October 29, 2014 | ||||
| Underwriting Discount: | Notes due 2021: | 0.40% | ||
| Notes due 2024: | 0.45% | |||
| Notes due 2034: | 0.75% | |||
| Proceeds to Verizon (before expenses): | Notes due 2021: | 99.299% | ||
| Notes due 2024: | 98.890% | |||
| Notes due 2034: | 98.526% | |||
| Interest Rate: | Notes due 2021: | 3.00% per annum | ||
| Notes due 2024: | 3.50% per annum | |||
| Notes due 2034: | 4.40% per annum | |||
| Denominations: | Minimum of $2,000 and integral multiples of $1,000 in excess of $2,000 | |||
| Use of Proceeds: |
Verizon intends to use the net proceeds from the sale of the Notes primarily to redeem all or a portion of one or more of the following series of securities: |
| • | 4.90% notes due 2015 issued by Verizon, with an outstanding aggregate principal amount of $500,000,000, |
| • | 5.55% notes due 2016 issued by Verizon, with an outstanding aggregate principal amount of $598,324,000, |
| • | 3.00% notes due 2016 issued by Verizon, with an outstanding aggregate principal amount of $1,250,000,000, |
| • | 2.50% notes due 2016 issued by Verizon, with an outstanding aggregate principal amount of $3,182,335,000, |
| • | 5.50% notes due 2017 issued by Verizon, with an outstanding aggregate principal amount of $396,969,000, |
| • | 8.75% notes due 2018 issued by Verizon, with an outstanding aggregate principal amount of $735,653,000, |
| • | 7.00% debentures due 2016 issued by Verizon’s subsidiary Alltel Corporation, with an outstanding aggregate principal amount of $143,328,000 and |
| • | 8.50% notes due 2018 issued by Verizon’s subsidiaries Cellco Partnership and Verizon Wireless Capital LLC, with an outstanding aggregate principal amount of $380,591,000. |
| Verizon expects that the redemptions will be completed during the fourth quarter of 2014. Any remaining net proceeds will be used for general corporate purposes |
| Optional Redemption: |
Notes due 2021: At any time prior to September 1, 2021, make-whole call at the greater of 100% of the principal amount of the Notes due 2021 being redeemed or the discounted present value at Treasury Rate plus 20 basis points, plus accrued and unpaid interest. At any time on or after September 1, 2021, at 100% of the principal amount of the Notes due 2021 being redeemed, plus accrued and unpaid interest |
| Notes due 2024: At any time prior to August 1, 2024, make-whole call at the greater of 100% of the principal amount of the Notes due 2024 being redeemed or the discounted present value at Treasury Rate plus 25 basis points, plus accrued and unpaid interest. At any time on or after August 1, 2024, at 100% of the principal amount of the Notes due 2024 being redeemed, plus accrued and unpaid interest |
| Notes due 2034: At any time prior to May 1, 2034, make-whole call at the greater of 100% of the principal amount of the Notes due 2034 being redeemed or the discounted present value at Treasury rate plus 25 basis points, plus accrued and unpaid interest. At any time on or after May 1, 2034, at 100% of the principal amount of the Notes due 2034 being redeemed, plus accrued and unpaid interest |
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| Representatives: | J.P. Morgan Securities LLC | |
| Morgan Stanley & Co. LLC | ||
| Wells Fargo Securities, LLC |
| Allocation: | Principal Amount of Notes due 2021: |
Principal Amount of Notes due 2024: |
Principal Amount of Notes due 2034: |
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| J.P. Morgan Securities LLC |
$ | 300,000,000 | $ | 500,000,000 | $ | 500,000,000 | ||||||
| Morgan Stanley & Co. LLC |
300,000,000 | 500,000,000 | 500,000,000 | |||||||||
| Wells Fargo Securities, LLC |
300,000,000 | 500,000,000 | 500,000,000 | |||||||||
| Citigroup Global Markets Inc. |
127,500,000 | 212,500,000 | 212,500,000 | |||||||||
| Deutsche Bank Securities Inc. |
127,500,000 | 212,500,000 | 212,500,000 | |||||||||
| Mizuho Securities USA Inc. |
127,500,000 | 212,500,000 | 212,500,000 | |||||||||
| RBS Securities Inc. |
127,500,000 | 212,500,000 | 212,500,000 | |||||||||
| BNY Mellon Capital Markets, LLC |
22,500,000 | 37,500,000 | 37,500,000 | |||||||||
| CastleOak Securities, L.P. |
11,250,000 | 18,750,000 | 18,750,000 | |||||||||
| C.L. King & Associates, Inc. |
11,250,000 | 18,750,000 | 18,750,000 | |||||||||
| Drexel Hamilton, LLC |
11,250,000 | 18,750,000 | 18,750,000 | |||||||||
| Lebenthal & Co., LLC |
11,250,000 | 18,750,000 | 18,750,000 | |||||||||
| Loop Capital Markets LLC |
11,250,000 | 18,750,000 | 18,750,000 | |||||||||
| U.S. Bancorp Investments, Inc. |
11,250,000 | 18,750,000 | 18,750,000 | |||||||||
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| Total |
$ | 1,500,000,000 | $ | 2,500,000,000 | $ | 2,500,000,000 | ||||||
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| Reference Document: |
Preliminary Prospectus Supplement, subject to completion, dated October 22, 2014, Prospectus dated October 22, 2014. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at 1-212-834-4533, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 or Wells Fargo Securities, LLC toll-free at 1-800-326-5897.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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