Filed Pursuant to Rule 433
Registration No. 333-190954
Final Term Sheet
February 5, 2014
VERIZON COMMUNICATIONS INC.
€1,750,000,000 2.375% Notes due 2022
€1,250,000,000 3.25% Notes due 2026
£850,000,000 4.75% Notes due 2034
| Issuer: | Verizon Communications Inc. | |
| Title of Securities: | 2.375% Notes due 2022 (“Euro Notes due 2022”) | |
| 3.25% Notes due 2026 (“Euro Notes due 2026” and, together with the Euro Notes due 2022, the “Euro Notes”) | ||
| 4.75% Notes due 2034 (the “Sterling Notes” and, together with the Euro Notes, the “Notes”) | ||
| Trade Date: | February 5, 2014 | |
| Settlement Date (T+5): | February 12, 2014 | |
| Maturity Date: | Euro Notes due 2022: February 17, 2022 | |
| Euro Notes due 2026: February 17, 2026 | ||
| Sterling Notes: February 17, 2034 | ||
| Aggregate Principal Amount Offered: | Euro Notes due 2022: €1,750,000,000 | |
| Euro Notes due 2026: €1,250,000,000 | ||
| Sterling Notes: £850,000,000 | ||
| Price to Public (Issue Price): | Euro Notes due 2022: 99.496% plus accrued interest, if any, from February 12, 2014 | |
| Euro Notes due 2026: 99.882% plus accrued interest, if any, from February 12, 2014 | ||
| Sterling Notes: 99.607% plus accrued interest, if any, from February 12, 2014 | ||
| Pricing Benchmark: | Euro Notes due 2022: 8-year EUR mid-swap | |
| Euro Notes due 2026: 12-year EUR mid-swap | ||
| Sterling Notes: UKT 4.25% due 2032 | ||
| Benchmark Yield: | Euro Notes due 2022: 1.565% | |
| Euro Notes due 2026: 2.082% | ||
| Sterling Notes: 3.275% | ||
| Re-offer Spread vs. | ||
| Pricing Benchmark: | Euro Notes due 2022: MS + 88 bps | |
| Euro Notes due 2026: MS + 118 bps | ||
| Sterling Notes: G + 145 bps | ||
| Re-offer Yield (annual): | Euro Notes due 2022: 2.445% | |
| Euro Notes due 2026: 3.262% | ||
| Sterling Notes: 4.781% | ||
| Government Benchmark: | Euro Notes due 2022: DBR 2.00% due January 2022 | |
| Euro Notes due 2026: DBR 1.75% due February 2024 | ||
| Sterling Notes: UKT 4.25% due June 2032 | ||
| Re-offer Spread vs. | ||
| Government Benchmark: | Euro Notes due 2022: B + 122.1 bps | |
| Euro Notes due 2026: B + 162.8 bps | ||
| Sterling Notes: G + 145.0 bps | ||
| Proceeds to Company: | Euro Notes due 2022: €1,735,492,500 | |
| Euro Notes due 2026: €1,243,837,500 | ||
| Sterling Notes: £842,622,000 | ||
| Interest Payment Dates: | Euro Notes due 2022: Annually in arrears on each February 17, commencing February 17, 2015 (long first interest payment) | |
| Euro Notes due 2026: Annually in arrears on each February 17, commencing February 17, 2015 (long first interest payment) | ||
| Sterling Notes: Annually in arrears on each February 17, commencing February 17, 2015 (long first interest payment) | ||
| Denominations: | Euro Notes: Minimum of €100,000 and integral multiples of €1,000 in excess thereof | |
| Sterling Notes: Minimum of £100,000 and integral multiples of £1,000 in excess thereof | ||
| Optional Redemption: | Euro Notes due 2022: Make-whole call at any time at the greater of 100% of the principal amount of the Euro Notes due 2022 being redeemed or the discounted present value at the Comparable Government Bond Rate plus 20 basis points plus accrued and unpaid interest to, but excluding, the date of redemption | |
| Euro Notes due 2026: Make-whole call at any time at the greater of 100% of the principal amount of the Euro Notes due 2026 being redeemed or the discounted present value at the Comparable Government Bond Rate plus 25 basis points plus accrued and unpaid interest to, but excluding, the date of redemption | ||
| Sterling Notes: Make-whole call at any time at the greater of 100% of the principal amount of the Sterling Notes being redeemed or the discounted present value at the Comparable Government Bond Rate plus 25 basis points plus accrued and unpaid interest to, but excluding, the date of redemption | ||
Allocation:
| Principal Amount of Euro Notes due 2022 |
Principal Amount of Euro Notes due 2026 |
Principal Amount of Sterling Notes |
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| Banco Santander, S.A. |
€ | 350,000,000 | € | 250,000,000 | £ | 170,000,000 | ||||||
| Credit Suisse Securities (Europe) Limited |
350,000,000 | 250,000,000 | 170,000,000 | |||||||||
| Deutsche Bank AG, London Branch |
350,000,000 | 250,000,000 | 170,000,000 | |||||||||
| The Royal Bank of Scotland plc |
350,000,000 | 250,000,000 | 170,000,000 | |||||||||
| Lloyds Bank plc |
140,000,000 | 100,000,000 | 68,000,000 | |||||||||
| Mizuho International plc |
140,000,000 | 100,000,000 | 68,000,000 | |||||||||
| CastleOak Securities, L.P. |
18,025,000 | 12,875,000 | 8,755,000 | |||||||||
| Muriel Siebert & Co., Inc. |
18,025,000 | 12,875,000 | 8,755,000 | |||||||||
| The Williams Capital Group, L.P. |
18,025,000 | 12,875,000 | 8,755,000 | |||||||||
| Blaylock Robert Van, LLC |
15,925,000 | 11,375,000 | 7,735,000 | |||||||||
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| € | 1,750,000,000 | € | 1,250,000,000 | £ | 850,000,000 | |||||||
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| Reference Document: | Preliminary Prospectus Supplement, subject to completion, dated February 5, 2014, Prospectus dated February 5, 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 Banco Santander, S.A. at +44 20-7756-6802, Credit Suisse Securities (Europe) Limited at +44 020-7888-4021, Deutsche Bank AG, London Branch at 1-800-503-4611 or The Royal Bank of Scotland plc at +44 20-7085-4154.
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