Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
VERIZON COMMUNICATIONS INC
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • BELL ATLANTIC CORP
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

140 WEST STREET
NEW YORK, NY 10007
Phone Number: subscription required

Item 3. Related Persons

Name
SHELLYE L. ARCHAMBEAU
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
RICHARD L. CARRION
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ROY H. CHESTNUTT
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
ROGER GURNANI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
MELANIE L. HEALEY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
M. FRANCES KEETH
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ROBERT W. LANE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
LOWELL C. MCADAM
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DANIEL S. MEAD
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
ANTHONY J. MELONE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
RANDAL S. MILCH
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
SANDRA O. MOOSE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
W. ROBERT MUDGE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JOSEPH NEUBAUER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DONALD T. NICOLAISEN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CLARENCE OTIS, JR.
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
HUGH B. PRICE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MARC C. REED
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
FRANCIS J. SHAMMO
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
ANTHONY T. SKIADAS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
RODNEY E. SLATER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JOHN G. STRATTON
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
KATHRYN A. TESIJA
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MARNI M. WALDEN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
GREGORY D. WASSON
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

TELECOMMUNICATIONS

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
OVER $100,000,000

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

Amendment
Date of First Sale in this Offering:
02/09/2006

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
Yes

Item 9. Type(s) of Securities Offered

  • Debt

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
250000

Item 12. Sales Compensation

Recipient
MERRILL LYNCH, PIERCE, FENNER SMITH INCORPORATED
Recipient CRD Number
7691
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
ONE BRYANT PARK
4TH FLOOR
NEW YORK, NY 10036
States of Solicitation
  • ALL STATES

Item 12. Sales Compensation

Recipient
GOLDMAN SACHS CO.
Recipient CRD Number
361
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
200 WEST STREET
NEW YORK, NY 10282
States of Solicitation
  • ALL STATES

Item 12. Sales Compensation

Recipient
J.P.MORGAN SECURITIES LLC
Recipient CRD Number
79
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
383 MADISON AVENUE
3RD FLOOR
NEW YORK, NY 10179
States of Solicitation
  • ALL STATES

Item 12. Sales Compensation

Recipient
MORGAN STANLEY CO. INCORPORATED
Recipient CRD Number
8209
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
1585 BROADWAY
2ND FLOOR
NEW YORK, NY 10036
States of Solicitation
  • ALL STATES

Item 12. Sales Compensation

Recipient
THE WILLIAMS CAPITAL GROUP, L.P.
Recipient CRD Number
35149
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
650 FIFTH AVENUE
11TH FLOOR
NEW YORK, NY 10019
States of Solicitation
  • ALL STATES

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
21271935000
Total Remaining to be Sold
INDEFINITE
Clarification of Response
AMOUNT SOLD REPRESENTS SALES DURING THE 2013 CALENDAR YEAR. THIS IS AN ONGOING COMMERCIAL PAPER PROGRAM FOR A MAXIMUM OF $5 BILLION OF COMMERCIAL PAPER OUTSTANDING AT ANY TIME WITH FREQUENT ISSUANCES AND MATURITIES.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
100

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
325000.0 Is an estimate
Finders' Fees
0.0
Clarification of Response
COMMISSION IS BASED ON THE AMOUNT SOLD FOR THE 2013 CALENDAR YEAR.

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response
PROCEEDS ARE USED FOR GENERAL CORPORATE PURPOSES.

Signature and Submission

Issuer Name
VERIZON COMMUNICATIONS INC
Issuer Signature
/S/ TRACY KRAUSE
Signer Name
TRACY KRAUSE
Signer Title
ASSISTANT TREASURER
Signature Date
02/28/2014

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