Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-233608
Prospectus Supplement
(To Prospectus Dated September 4, 2019)
Verizon Communications Inc.
$2,385,000,000 3.600% Notes due 2060
We are offering
$2,385,000,000 of our notes due 2060 (the notes). The notes will bear interest at the rate of 3.600% per year. Interest on the notes is payable in arrears on February 24 and August 24 of each year, beginning on August 24, 2020.
The notes will mature on February 24, 2060.
We may redeem the notes, in whole but not in part, on each February 24, on or after February
24, 2025 (each a Redemption Date), at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest on the principal amount of the notes being redeemed to, but excluding, the
date of redemption. In addition, on the first Redemption Date with respect to which we exercise our option to redeem notes, we also have the option to instead only redeem 50% of the aggregate principal amount of the notes then outstanding at the
redemption price described above. If we exercise our option to redeem 50% of the aggregate principal amount of the notes then outstanding on a Redemption Date, any remaining notes can be redeemed at our option on a future Redemption Date in whole
but not in part. See Description of the NotesOptional Redemption. We may also redeem the notes prior to the maturity thereof under the circumstances described under Description of the NotesTax Redemption.
The notes will be our senior unsecured obligations and will rank equally with all of our unsecured and unsubordinated indebtedness. The notes
will be issued in fully registered form and will be offered and sold in minimum denominations of $100,000 and integral multiples of $1,000 in excess of $100,000.
Neither the
U.S. Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
Investing in the notes involves risks. See Risk
Factors beginning on page S-2 of this prospectus supplement and the risks discussed elsewhere in this prospectus supplement, the accompanying prospectus and the documents and reports we file with
the SEC that are incorporated by reference in this prospectus supplement and the accompanying prospectus.
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Notes
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Total
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Public Offering Price(1)
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100.00
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%
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$
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2,385,000,000
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Underwriting Commission
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0.10
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%
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$
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2,385,000
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Proceeds to Verizon Communications Inc. (before expenses)(2)
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99.30
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%
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$
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2,368,305,000
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(1)
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Plus accrued interest, if any, from February 24, 2020, to the date of delivery.
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(2)
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The net proceeds to Verizon reflect the public offering price set forth above as reduced by (a) the
underwriting commission set forth above and (b) an aggregate fee of $14,310,000 that Verizon will pay to Deutsche Bank AG, Taipei Branch, Morgan Stanley & Co. LLC, BNP Paribas, Taipei Branch, Banco Santander, S.A., C.L. King &
Associates, Inc., ICBC Standard Bank Plc, Loop Capital Markets LLC, Mischler Financial Group, Inc., Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC in connection with structuring services that they provided in
connection with the notes. Morgan Stanley & Co. LLC, Banco Santander, S.A., C.L. King & Associates, Inc., ICBC Standard Bank Plc, Loop Capital Markets LLC, Mischler Financial Group, Inc., Samuel A. Ramirez & Company, Inc. and
Siebert Williams Shank & Co., LLC, as entities not licensed in the Republic of China (ROC), have not offered or sold, and will not subscribe for, underwrite or sell, any notes offered hereby.
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Application will be made to the Taipei Exchange (the TPEx) for the listing of, and permission to deal in, the notes by way of debt
issues to professional institutional investors as defined under Paragraph 2, Article 4 of the Financial Consumer Protection Act of the ROC only and such permission is expected to become effective on or about February 24, 2020. The TPEx is
not responsible for the contents of this prospectus supplement or the accompanying prospectus and no representation is made by the TPEx as to the accuracy or completeness of this prospectus supplement or the accompanying prospectus. The TPEx
expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this prospectus supplement or the accompanying prospectus. Admission to the listing and trading of the notes on
the TPEx shall not be taken as an indication of the merits of us or the notes. No assurance can be given that such applications will be granted.
The notes have not been, and shall not be, offered, sold or re-sold, directly or indirectly, to
investors other than professional institutional investors as defined under Paragraph 2, Article 4 of the Financial Consumer Protection Act of the ROC, which currently include: (i) overseas or domestic banks, securities
firms, futures firms and insurance companies (excluding insurance agencies, insurance brokers and insurance surveyors), the foregoing as further defined in more detail in Paragraph 3 of Article 2 of the Organization Act of the Financial
Supervisory Commission of the ROC, (ii) overseas or domestic fund management companies, government investment institutions, government funds, pension funds, mutual funds, unit trusts, and funds managed by financial service enterprises pursuant
to the ROC Securities Investment Trust and Consulting Act, the ROC Future Trading Act or the ROC Trust Enterprise Act or investment assets mandated and delivered by or transferred for trust by financial consumers, and (iii) other institutions
recognized by the Financial Supervisory Commission of the ROC. Purchasers of the notes are not permitted to sell or otherwise dispose of the notes except by transfer to a professional institutional investor.
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 Euroclear Bank, SA/NV, as operator of the Euroclear System (Euroclear), and Clearstream Banking, S.A. (Clearstream), against payment on or about February 24, 2020.
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Deutsche Bank AG, Taipei Branch
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Morgan Stanley Taiwan Limited
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BNP Paribas, Taipei Branch
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February 6, 2020