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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: August 20, 2024

(Date of earliest event reported)

 

 

VERIZON COMMUNICATIONS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-8606   23-2259884
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

1095 Avenue of the Americas
New York, New York
  10036
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 395-1000

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

 

Title of Each Class

 

Trading
Symbol(s)

 

Name of Each Exchange
on Which Registered

Common Stock, par value $0.10   VZ   New York Stock Exchange
Common Stock, par value $0.10   VZ   The Nasdaq Global Select Market
0.875% Notes due 2025   VZ 25   New York Stock Exchange
3.25% Notes due 2026   VZ 26   New York Stock Exchange
1.375% Notes due 2026   VZ 26B   New York Stock Exchange
0.875% Notes due 2027   VZ 27E   New York Stock Exchange
1.375% Notes due 2028   VZ 28   New York Stock Exchange
1.125% Notes due 2028   VZ 28A   New York Stock Exchange
2.350% Fixed Rate Notes due 2028   VZ 28C   New York Stock Exchange
1.875% Notes due 2029   VZ 29B   New York Stock Exchange
0.375% Notes due 2029   VZ 29D   New York Stock Exchange
1.250% Notes due 2030   VZ 30   New York Stock Exchange
1.875% Notes due 2030   VZ 30A   New York Stock Exchange
4.250% Notes due 2030   VZ 30D   New York Stock Exchange
2.625% Notes due 2031   VZ 31   New York Stock Exchange
2.500% Notes due 2031   VZ 31A   New York Stock Exchange
3.000% Fixed Rate Notes due 2031   VZ 31D   New York Stock Exchange
0.875% Notes due 2032   VZ 32   New York Stock Exchange
0.750% Notes due 2032   VZ 32A   New York Stock Exchange
3.500% Notes due 2032   VZ 32B   New York Stock Exchange
1.300% Notes due 2033   VZ 33B   New York Stock Exchange
4.75% Notes due 2034   VZ 34   New York Stock Exchange
4.750% Notes due 2034   VZ 34C   New York Stock Exchange
3.125% Notes due 2035   VZ 35   New York Stock Exchange
1.125% Notes due 2035   VZ 35A   New York Stock Exchange
3.375% Notes due 2036   VZ 36A   New York Stock Exchange
3.750% Notes due 2036   VZ 36B   New York Stock Exchange
2.875% Notes due 2038   VZ 38B   New York Stock Exchange
1.875% Notes due 2038   VZ 38C   New York Stock Exchange
1.500% Notes due 2039   VZ 39C   New York Stock Exchange
3.50% Fixed Rate Notes due 2039   VZ 39D   New York Stock Exchange
1.850% Notes due 2040   VZ 40   New York Stock Exchange
3.850% Fixed Rate Notes due 2041   VZ 41C   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 8.01. Other Events

Attached as Exhibit 99.1 and incorporated by reference herein is a press release dated August 20, 2024, issued by Verizon Communications Inc. (“Verizon”).

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No

  

Description

99.1    Press Release dated August 20, 2024 issued by Verizon.
104    Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    VERIZON COMMUNICATIONS INC.
Date: August 20, 2024     By  

/s/ William L. Horton, Jr.

      William L. Horton, Jr.
      Senior Vice President, Deputy General Counsel and Corporate Secretary

Exhibit 99.1

 

LOGO

News Release

 

FOR IMMEDIATE RELEASE

August 20, 2024

     

Media contact:

 

Katie Magnotta

      201- 602-9235
      katie.magnotta@verizon.com

Verizon announces expiration and final results of its private exchange offers for 10 series of notes

NEW YORK, N.Y. – Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced the expiration and final results of its previously announced offers to exchange any and all of the outstanding series of notes listed in the table below (collectively, the “Old Notes”) for newly issued notes of Verizon due 2035 (the “New Notes”) (the “Exchange Offers”), on the terms and subject to the conditions set forth in an offering memorandum dated July 22, 2024 (as amended by Verizon’s press release dated July 30, 2024 relating to the amendment of the terms of the Exchange Offers, Verizon’s press release dated August 5, 2024, relating to the early results and extension of the early participation deadline of the Exchange Offers (the “Early Results Press Release”) and Verizon’s press release dated August 5, 2024, relating to the pricing of the Exchange Offers (the “Pricing Press Release”), the “Offering Memorandum”). The Offering Memorandum and the accompanying eligibility letter for the Exchange Offers constitute the “Exchange Offer Documents”.


As previously announced, Verizon settled early all Old Notes validly tendered at or prior to 5:00 p.m. (New York City time) on August 2, 2024 (the “Original Early Participation Date”) and accepted for exchange on August 9, 2024 (the “Early Settlement Date”).

Verizon’s obligation to accept Old Notes tendered after the Original Early Participation Date and at or prior to the Expiration Date in each of the Exchange Offers is subject to the terms and conditions described in the Offering Memorandum, including, among other things, (i) the Acceptance Priority Procedures (as described in Verizon’s press release dated July 22, 2024 announcing the Exchange Offers (the “Launch Press Release”)) and (ii) a cap on the maximum aggregate principal amount of New Notes that Verizon will issue in all of the Exchange Offers (the “New Notes Cap”).

The Exchange Offers expired at 5:00 p.m. (New York City time) on August 19, 2024 (the “Expiration Date”), which was also the Extended Early Participation Date (as defined in the Early Results Press Release). All conditions applicable to the Exchange Offers as of the Expiration Date have been deemed satisfied or waived by Verizon.

Since the aggregate principal amount of New Notes to be issued in exchange for the Old Notes validly tendered at or prior to the Expiration Date and accepted for exchange will not exceed the New Notes Cap, Verizon has accepted for exchange all Old Notes that were validly tendered after the Original Early Participation Date. Eligible holders whose Old Notes have been accepted for exchange by Verizon after the Original Early Participation Date will receive on the Final Settlement Date (as defined below) the applicable Total Exchange Price (as defined in the Pricing Press Release)


and an additional cash payment equal to accrued and unpaid interest on such Old Notes to, but excluding the Final Settlement Date (the “Accrued Coupon Payment”). The Accrued Coupon Payment for the Old Notes exchanged for New Notes at the Final Settlement Date will be reduced to offset any interest accrued on such New Notes from the Early Settlement Date, as further described in the Offering Memorandum.

Exchange Offers

The table below indicates, among other things, the aggregate principal amount of Old Notes validly tendered after the Original Early Participation Date and at or prior to the Expiration Date in each Exchange Offer and accepted for exchange, the Total Exchange Price (as described below) for each series of Fixed Rate Notes, each as calculated in the Pricing Press Release in accordance with the terms set forth in the Offering Memorandum. No series of Old Notes validly tendered after the Original Early Participation Date and at or prior the Expiration Date and accepted in the Exchange Offers was subject to proration.


Acceptance
Priority Level

   CUSIP Number(s)    Title of Security    Principal Amount
Outstanding(1)
     Principal Amount
Validly Tendered
after the Original
Early Participation
Date and Accepted
under the
Exchange Offers
     Fixed Rate Note
Total Exchange
Price(2)
     Floating Rate Note
Total Exchange
Price(3)
 

1

   92343VEN0/ 92343VEB6/
U9221AAY4
   3.376% notes due 2025    $ 1,339,761,000      $ 516,000      $ 992.90        N/A  

2

   92343VEP5    Floating Rate notes
due 2025
   $ 889,448,000      $ 3,116,000        N/A      $ 1,008.30  

3

   92343VFS8    0.850% notes due 2025    $ 1,404,030,000      $ 1,815,000      $ 958.86        N/A  

4

   92343VGG3    1.450% notes due 2026    $ 1,916,467,000      $ 1,099,000      $ 958.72        N/A  

5

   92343VGE8    Floating Rate notes
due 2026
   $ 526,229,000      $ 933,000        N/A      $ 1,013.20  

6

   92343VDD3    2.625% notes due 2026    $ 1,869,415,000      $ 2,106,000      $ 971.46        N/A  

7

   92343VDY7    4.125% notes due 2027    $ 3,250,000,000      $ 5,233,000      $ 1,001.73        N/A  

8

   92343VFF6    3.000% notes due 2027    $ 750,000,000      $ 284,000      $ 974.05        N/A  

9

   92343VER1/ 92343VEQ3/
U9221ABK3
   4.329% notes due 2028    $ 4,199,647,000      $ 2,993,000      $ 1,008.93        N/A  

10

   92343VGH1    2.100% notes due 2028    $ 2,829,602,000      $ 8,465,000      $ 933.66        N/A  

 

(1)

As of the date of the Launch Press Release.

(2)

The “Total Exchange Price” for each series of Fixed Rate Notes payable in principal amount of New Notes per each $1,000 principal amount of such series of Fixed Rate Notes validly tendered for exchange at or prior to the Extended Early Participation Date and accepted for purchase, and is based on the Fixed Spread for the applicable series of Fixed Rate Notes, plus the yield of the specified Reference U.S. Treasury Security for that series (as quoted on the applicable Bloomberg Reference Page specified in the Launch Press Release) as of 10:00 a.m. (New York City time), August 5, 2024 (the “Pricing Determination Date”).

(3)

The Total Exchange Price payable in principal amount of New Notes per each $1,000 principal amount of floating rate notes due 2025 and floating rate notes due 2026 (the “Floating Rate Notes”) validly tendered for exchange at or prior to the Extended Early Participation Date and accepted for purchase.


The following table sets forth the terms of the New Notes to be issued on the Final Settlement Date:

 

Issuer

   Title of Security      New Notes Coupon(1)     Principal Amount
Expected to be Issued on
the Final Settlement Date
 

Verizon Communications Inc.

     Notes due 2035        4.780   $ 25,819,000  

 

(1)

Equal to the sum of (a) the yield of the 4.375% U.S. Treasury Security due May 15, 2034 (the “New Notes Reference Security”), as calculated by the lead dealer managers in accordance with standard market practice, that equates to the bid side price of the New Notes Reference Security appearing at 10:00 a.m. (New York City time) on the Pricing Determination Date, on the Bloomberg Reference Page FIT1, plus (b) 107 basis points, such sum rounded to the third decimal place when expressed as a percentage. The New Notes will mature on February 15, 2035.

The “Final Settlement Date” will be August 21, 2024, the second business day after the Expiration Date.

When issued, the New Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Verizon entered into a registration rights agreement with respect to the New Notes on August 9, 2024, the Early Settlement Date.

Global Bondholder Services Corporation has acted as the Exchange Agent and the Information Agent for the Exchange Offers. Questions or requests for assistance related to the Exchange Offers may be directed to Global Bondholder Services Corporation at (855) 654-2015 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers.


####

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Old Notes. The Exchange Offers have been made solely pursuant to the Exchange Offer Documents. The Exchange Offers have not been made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Exchange Offers to be made by a licensed broker or dealer, the Exchange Offers will be deemed to be made on behalf of Verizon by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This communication and any other documents or materials relating to the Exchange Offers have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this announcement is not being distributed to, and must not be passed on to, persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. Accordingly, this communication is only addressed to and directed at persons who are outside the United Kingdom and (i) persons falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), or (ii) within Article 43 of the Financial Promotion Order, or (iii) high net worth companies and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iv) to whom an


invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (such persons together being “relevant persons”). The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on any document relating to the Exchange Offers or any of their contents.

This communication and any other documents or materials relating to the Exchange Offer are only addressed to and directed at persons in member states of the European Economic Area (the “EEA”), who are “Qualified Investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129. The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes, will be engaged in only with, Qualified Investors. The Exchange Offer is only available to Qualified Investors. None of the information in the Offering Memorandum and any other documents and materials relating to the Exchange Offer should be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.

Cautionary statement regarding forward-looking statements

In this communication Verizon has made forward-looking statements, including regarding the conduct and completion of the Exchange Offers. These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as “will,” “may,” “should,” “continue,” “anticipate,” “assume,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “hope,”


“intend,” “target,” “forecast,” or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated, including those discussed in the Offering Memorandum under the heading “Risk Factors” and under similar headings in other documents that are incorporated by reference in the Offering Memorandum. Eligible holders are urged to consider these risks and uncertainties carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date of this press release, and Verizon undertakes no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. Verizon cannot assure you that projected results or events will be achieved.

v3.24.2.u1
Document and Entity Information
Aug. 20, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 20, 2024
Entity Registrant Name VERIZON COMMUNICATIONS INC.
Entity Incorporation State Country Code DE
Entity File Number 1-8606
Entity Tax Identification Number 23-2259884
Entity Address Address Line 1 1095 Avenue of the Americas
Entity Address City Or Town New York
Entity Address State Or Province NY
Entity Address Postal Zip Code 10036
City Area Code 212
Local Phone Number 395-1000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000732712
Amendment Flag false
0.875% Notes due 2025 [Member]  
Entity Information [Line Items]  
Security 12b Title 0.875% Notes due 2025
Trading Symbol VZ 25
Security Exchange Name NYSE
3.250% Notes due 2026 [Member]  
Entity Information [Line Items]  
Security 12b Title 3.25% Notes due 2026
Trading Symbol VZ 26
Security Exchange Name NYSE
1.375% Notes due 2026 [Member]  
Entity Information [Line Items]  
Security 12b Title 1.375% Notes due 2026
Trading Symbol VZ 26B
Security Exchange Name NYSE
0.875% Notes due 2027 [Member]  
Entity Information [Line Items]  
Security 12b Title 0.875% Notes due 2027
Trading Symbol VZ 27E
Security Exchange Name NYSE
1.375% Notes due 2028 [Member]  
Entity Information [Line Items]  
Security 12b Title 1.375% Notes due 2028
Trading Symbol VZ 28
Security Exchange Name NYSE
1.125% Notes Due 2028 [Member]  
Entity Information [Line Items]  
Security 12b Title 1.125% Notes due 2028
Trading Symbol VZ 28A
Security Exchange Name NYSE
2.350% Fixed Rate Notes Due 2028 [Member]  
Entity Information [Line Items]  
Security 12b Title 2.350% Fixed Rate Notes due 2028
Trading Symbol VZ 28C
Security Exchange Name NYSE
1.875% Notes due 2029 [Member]  
Entity Information [Line Items]  
Security 12b Title 1.875% Notes due 2029
Trading Symbol VZ 29B
Security Exchange Name NYSE
0.375% Notes Due 2029 [Member]  
Entity Information [Line Items]  
Security 12b Title 0.375% Notes due 2029
Trading Symbol VZ 29D
Security Exchange Name NYSE
1.250% Notes due 2030 [Member]  
Entity Information [Line Items]  
Security 12b Title 1.250% Notes due 2030
Trading Symbol VZ 30
Security Exchange Name NYSE
1.875% Notes due 2030 [Member]  
Entity Information [Line Items]  
Security 12b Title 1.875% Notes due 2030
Trading Symbol VZ 30A
Security Exchange Name NYSE
Notes Due 2030, 4.250% [Member]  
Entity Information [Line Items]  
Security 12b Title 4.250% Notes due 2030
Trading Symbol VZ 30D
Security Exchange Name NYSE
2.625% Notes due 2031 [Member]  
Entity Information [Line Items]  
Security 12b Title 2.625% Notes due 2031
Trading Symbol VZ 31
Security Exchange Name NYSE
2.500% Notes due 2031 [Member]  
Entity Information [Line Items]  
Security 12b Title 2.500% Notes due 2031
Trading Symbol VZ 31A
Security Exchange Name NYSE
3.000% Fixed Rate Notes Due 2031 [Member]  
Entity Information [Line Items]  
Security 12b Title 3.000% Fixed Rate Notes due 2031
Trading Symbol VZ 31D
Security Exchange Name NYSE
0.875% Notes due 2032 [Member]  
Entity Information [Line Items]  
Security 12b Title 0.875% Notes due 2032
Trading Symbol VZ 32
Security Exchange Name NYSE
0.750% Notes Due 2032 [Member]  
Entity Information [Line Items]  
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Trading Symbol VZ 32B
Security Exchange Name NYSE
1.300% Notes due 2033 [Member]  
Entity Information [Line Items]  
Security 12b Title 1.300% Notes due 2033
Trading Symbol VZ 33B
Security Exchange Name NYSE
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Entity Information [Line Items]  
Security 12b Title 4.75% Notes due 2034
Trading Symbol VZ 34
Security Exchange Name NYSE
4.750% Notes due 2034 [Member]  
Entity Information [Line Items]  
Security 12b Title 4.750% Notes due 2034
Trading Symbol VZ 34C
Security Exchange Name NYSE
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Security Exchange Name NYSE
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Entity Information [Line Items]  
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Security Exchange Name NYSE
3.375% Notes due 2036 [Member]  
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3.750% Notes Due 2036 [Member]  
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Security 12b Title 3.750% Notes due 2036
Trading Symbol VZ 36B
Security Exchange Name NYSE
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Security 12b Title 2.875% Notes due 2038
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Security Exchange Name NYSE
1.875% Notes Due 2038 [Member]  
Entity Information [Line Items]  
Security 12b Title 1.875% Notes due 2038
Trading Symbol VZ 38C
Security Exchange Name NYSE
1.500% Notes due 2039 [Member]  
Entity Information [Line Items]  
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Trading Symbol VZ 39C
Security Exchange Name NYSE
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Entity Information [Line Items]  
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Trading Symbol VZ 39D
Security Exchange Name NYSE
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Entity Information [Line Items]  
Security 12b Title 1.850% Notes due 2040
Trading Symbol VZ 40
Security Exchange Name NYSE
3.850% Fixed Rate Notes Due 2041 [Member]  
Entity Information [Line Items]  
Security 12b Title 3.850% Fixed Rate Notes due 2041
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Security Exchange Name NYSE
New York Stock Exchange [Member] | Common Stock [Member]  
Entity Information [Line Items]  
Security 12b Title Common Stock, par value $0.10
Trading Symbol VZ
Security Exchange Name NYSE
The Nasdaq Global Select Market [Member] | Common Stock [Member]  
Entity Information [Line Items]  
Security 12b Title Common Stock, par value $0.10
Trading Symbol VZ
Security Exchange Name NASDAQ

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