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.