Prospectus Supplement dated as of November 14, 2002 Rule 424(b)(3)
To Prospectus dated November 16, 2001 File No. 333-67412
$5,442,079,000
Verizon Global Funding Corp.
Zero Coupon Convertible Notes due 2021
Supported as to Payment of Principal and Interest by and
Convertible into the Common Stock of
Verizon Communications Inc.
This Prospectus Supplement dated as of November 14, 2002 supplements
and amends the Prospectus dated November 16, 2001 as follows and should be read
in connection with the Prospectus:
The section entitled, "Selling Securityholders," beginning on page 30
of the Prospectus is supplemented and amended to include the following
additional selling securityholders who have provided us with notice and the
requisite information as of November 13, 2002. To the extent that a selling
securityholder listed below is already named in the Prospectus or any previous
Prospectus Supplement, the information set forth below replaces that
information.
Percentage of
Aggregate Principal Percentage Shares of Verizon Verizon
Amount at Maturity of Notes Communications Communications
of Notes that May Be Outstanding Common Stock that Common Stock
Sold ($) May Be Sold(1) Outstanding(2)
Bay Street Insurance Company,
Ltd. 360,000 * 2,855 *
DL&C Insurance Company, Limited 175,000 * 1,388 *
Jersey (IMA) LTD 1,250,000 * 9,914 *
JMG Triton Offshore FD LTD 40,000,000 * 317,272 *
Key-Royal Reinsurance
Company, Limited 80,000 * 634 *
Liberty View Funds L.P. 7,375,000 * 58,497 *
Liberty View Global Volatility
Fund L.P. 10,125,000 * 80,309 *
Salomon Smith Barney Inc. 2,800,000 * 22,209 *
---------------
* Less than one percent (1%).
(1) Assumes conversion of all of the notes at a conversion rate of 7.9318
shares of the common stock of Verizon Communications per $1,000
principal amount at maturity of the notes. This conversion rate is
subject to adjustment, however, as described under "Description of
Notes and Support Obligations - Conversion Rights" in the Prospectus.
As a result, the number of shares of the common stock of Verizon
Communications issuable upon conversion of the notes may increase or
decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Securities Exchange Act of
1934, using 2,751,650,484 shares of common stock of Verizon
Communications outstanding as of September 30, 2002. In calculating
this amount for each selling securityholder, we treated as outstanding
the number of shares of the common stock of Verizon Communications
issuable upon conversion of all of the selling securityholder's notes,
but we did not assume conversion of any other selling securityholder's
notes.