Filed Pursuant to Rule 433
Registration No. 333-109028
Final Term Sheet
February 9, 2006
VERIZON COMMUNICATIONS INC.
$500,000,000 5.35% NOTES DUE 2011
$1,250,000,000 5.55% NOTES DUE 2016
$500,000,000 5.85% NOTES DUE 2035
$1,750,000,000 FLOATING RATE NOTES DUE 2007
ISSUER: Verizon Communications Inc.
TITLE OF SECURITIES: 5.35% Notes due 2011 (the "Notes due 2011")
5.55% Notes due 2016 (the "Notes due 2016")
5.85% Notes due 2035 (the "Notes due 2035")
Floating Rate Notes due 2007 (the "Floating
Rate Notes due 2007")
REOPENING: The Notes due 2035 constitute a further
issuance of, and will be consolidated,
fungible and form a single series with,
Verizon Communications Inc.'s $1,000,000,000
of 5.85% Notes due 2035. Verizon
Communication Inc.'s $1,000,000,000 of 5.85%
Notes due 2035 were originally issued by
Verizon Global Funding Corp. on September
13, 2005 and became obligations of and by
Verizon Communications Inc. as a result of
the merger of Verizon Global Funding Corp.
into Verizon Communications Inc. on February
1, 2006. Following the offering, the total
amount of Notes due 2035 outstanding will be
$1,500,000,000.
TRADE DATE: February 9, 2006
SETTLEMENT DATE (T+4): February 15, 2006
MATURITY DATE: Notes due 2011: February 15, 2011
Notes due 2016: February 15, 2016
Notes due 2035: September 15, 2035
Floating Rate Notes due 2007:
August 15, 2007
AGGREGATE PRINCIPAL AMOUNT
OFFERED: Notes due 2011: $500,000,000
Notes due 2016: $1,250,000,000
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Notes due 2035: $500,000,000
Floating Rate Notes due 2007: $1,750,000,000
PRICE TO PUBLIC (ISSUE PRICE): Notes due 2011: 99.779% plus accrued
interest, if any, from February 15, 2006
Notes due 2016: 99.199% plus accrued
interest, if any, from February 15, 2006
Notes due 2035: 93.535% plus accrued
interest from September 13, 2005
Floating Rate Notes due 2007: 100% plus
accrued interest, if any, from February 15,
2006
GROSS SPREAD: Notes due 2011: .350%
Notes due 2016: .450%
Notes due 2035: .875%
Floating Rate Notes due 2007: .150%
PRICE TO VERIZON: Notes due 2011: 99.429%
Notes due 2016: 98.749%
Notes due 2035: 92.660%
Floating Rate Notes due 2007: 99.850%
ACCRUED INTEREST: Notes due 2011: N/A
Notes due 2016: N/A
Notes due 2035: $12,350,000
Floating Rate Notes due 2007: N/A
NET PROCEEDS: Notes due 2011: $497,145,000
Notes due 2016: $1,234,362,500
Notes due 2035: $475,650,000 (comprised of
$463,300,000 principal and $12,350,000
accrued interest)
Floating Rate Notes due 2007: $1,747,375,000
UNDERWRITER REIMBURSEMENT
OF VERIZON EXPENSES: Underwriters to reimburse $625,000 of
Verizon expenses.
INTEREST RATE: Notes due 2011: 5.35% per annum
Notes due 2016: 5.55% per annum
Notes due 2035: 5.85% per annum
Floating Rate Notes due 2007: three-month
LIBOR plus .130 %.
INTEREST PAYMENT DATES: Notes due 2011: Semi-annually on each
February 15 and August 15, commencing August
15, 2006.
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Notes due 2016: Semi-annually on each
February 15 and August 15, commencing August
15, 2006.
Notes due 2035: Semi-annually on each March
15 and September 15, commencing March 15,
2006.
Floating Rate Notes due 2007: Quarterly on
each February 15, May 15, August 15 and
November 15, commencing May 15, 2006;
provided however, that if any such interest
payment date would fall on a day that is not
a business day, other than the interest
payment date that is also the date of
maturity, that interest payment date will be
postponed to the following day that is a
business day, except that if such next
business day is in a different month, then
that interest payment date will be the
immediately preceding day that is a business
day; and provided further, that if the date
of maturity is not a business day, payment
of principal and interest will be made on
the following day that is a business day and
no interest will accrue for the period from
and after such date of maturity.
DENOMINATIONS: Notes due 2011, Notes due 2016 and Floating
Rate Notes due 2007: Minimum of $5,000 and
integral multiples of $1,000 in excess of
$5,000; each owner of a beneficial interest
in the Notes will be required to hold the
beneficial interest in a minimum principal
amount of $5,000 and integral multiples of
$1,000 in excess of $5,000.
Notes due 2035: Minimum of $1,000 and
integral multiples of $1,000.
OPTIONAL REDEMPTION: Notes due 2011: Make-whole call at any time
at 100% or discounted present value at
Treasury Rate plus 20 basis points.
Notes due 2016: Make-whole call at any time
at 100% or discounted present value at
Treasury Rate plus 25 basis points.
Notes due 2035: Make-whole call at 100% or
discounted present value at any time at
Treasury Rate plus 30 basis points.
Floating Rate Notes due 2007: At any time on
or after August 15, 2006 at 100% plus
accrued interest.
JOINT BOOKRUNNERS: Notes due 2011, Notes due 2016 and Notes due
2035: Morgan Stanley & Co. Incorporated;
Bank of America Securities LLC and Goldman,
Sachs & Co.
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Floating Rate Notes due 2007: Morgan Stanley
& Co. Incorporated; HSBC Securities (USA)
Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated
ALLOCATION:
Floating
Rate Notes
Notes Due 2011 Notes Due 2016 Notes Due 2035 Due 2007
--------------- -------------- -------------- --------
Morgan Stanley & Co. Incorporated $ 110,000,000 $ 275,000,000 $ 110,000,000 $ 428,750,000
HSBC Securities (USA) Inc. 20,625,000 51,562,500 21,250,000 437,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 20,625,000 51,562,500 21,250,000 437,500,000
Bank of America Securities LLC 110,000,000 275,000,000 110,000,000 35,000,000
Goldman, Sachs & Co. 110,000,000 275,000,000 110,000,000 35,000,000
Lehman Brothers Inc. 16,250,000 40,625,000 18,750,000 43,750,000
Mitsubishi UFJ Securities International plc 16,250,000 40,625,000 18,750,000 43,750,000
Wachovia Capital Markets, LLC 16,250,000 40,625,000 18,750,000 43,750,000
Credit Suisse First Boston LLC 16,250,000 40,625,000 18,750,000 43,750,000
UBS Securities LLC 16,250,000 40,625,000 -- 43,750,000
RBC Dain Rauscher Inc. 16,250,000 40,625,000 18,750,000 43,750,000
Greenwich Capital Markets, Inc. 16,250,000 40,625,000 18,750,000 43,750,000
The Williams Capital Group, L.P. 5,000,000 12,500,000 5,000,000 35,000,000
Blaylock & Company Inc. 5,000,000 12,500,000 5,000,000 --
Samuel A. Ramirez & Company, Inc. 5,000,000 12,500,000 5,000,000 35,000,000
-------------- -------------- -------------- --------------
$ 500,000,000 $1,250,000,000 $ 500,000,000 $1,750,000,000
============== ============== ============== ==============
REFERENCE DOCUMENT: Prospectus Supplement, subject to
completion, dated February 9, 2006;
Prospectus dated February 9, 2006.
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
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DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF
YOU REQUEST IT BY CALLING TOLL-FREE 1-(866) 718-1649 (INSTITUTIONAL INVESTORS)
OR 1-(800) 584-6837 (RETAIL INVESTORS).
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