Expiration and Final Results of Verizon Exchange Offers

Verizon Announces Expiration and Final Results of Exchange Offers NEW YORK, March 12, 2015 -- Verizon Communications Inc.("Verizon") (NYSE, NASDAQ: VZ; LSE: VZC) today announced the expiration andfinal results of its previously announced seven separate private offers toexchange (the "Exchange Offers") specified series of debt securities issued byVerizon and by GTE Corporation (a subsidiary of Verizon) (collectively, the"Old Notes") for new debt securities to be issued by Verizon (the "New Notes")and, in the case of the 6.94% debentures due 2028 of GTE Corporation (the "GTEDebentures"), cash, each in accordance with the terms of the Exchange Offers. The Exchange Offers consist of the following: (a) an offer to exchange the 5.15% notes due 2023 of Verizon for new 4.272%notes due 2036 of Verizon (the "New Notes due 2036"), provided that theprincipal amount of New Notes due 2036 to be issued in such Exchange Offer onan aggregate basis shall not exceed $3,000,000,000 (the "2036 Maximum ExchangeAmount") (the "2036 Exchange Offer"); (b) (i) an offer to exchange the 6.90% notes due 2038 of Verizon; (ii) an offer to exchange the 6.40% notes due 2038 of Verizon; (iii) an offer to exchange the 6.40% notes due 2033 of Verizon; (iv) an offer to exchange the 6.25% notes due 2037 of Verizon; and (v) an offer to exchange the GTE Debentures; in each case, for new 4.522% notes due 2048 of Verizon (the "New Notes due2048") and, in the case of the GTE Debentures, cash, provided that theprincipal amount of New Notes due 2048 to be issued in such Exchange Offers onan aggregate basis shall not exceed $5,000,000,000 (the "2048 Maximum ExchangeAmount") (collectively, the "2048 Exchange Offers"); and (c) an offer to exchange the 6.55% notes due 2043 of Verizon for new 4.672%notes due 2055 of Verizon (the "New Notes due 2055"), provided that theprincipal amount of New Notes due 2055 to be issued in such Exchange Offer onan aggregate basis shall not exceed $5,500,000,000 (the "2055 Maximum ExchangeAmount") (the "2055 Exchange Offer"). The Exchange Offers were conducted by Verizon upon the terms and subject to theconditions set forth in a confidential offering memorandum, dated February 11,2015, as amended by the two press releases issued by Verizon on February 25,2015 (the "Offering Memorandum"). Based on information provided by Global Bondholder Services Corporation, theexchange agent and information agent for the Exchange Offers, the tables belowprovide the aggregate principal amount of each series of Old Notes validlytendered and not validly withdrawn at or prior to the Expiration Date for theExchange Offers (11:59 p.m. (New York City time) on March 11, 2015) and theaggregate principal amount of each series of Old Notes that Verizon expects toaccept pursuant to the Exchange Offers. Old Notes included in the 2036 Exchange Offer: Principal Amount Principal Principal Amount Expected to be CUSIP Title of Amount Tendered by the Accepted Pursuant to Proration Number Security Outstanding Expiration Date the Exchange Offer Factor 92343VBR4 5.15% notes $11,000,000,000 $2,483,481,000 $2,483,481,000 100% due 2023(1) Old Notes included in the 2048 Exchange Offers: Principal Amount Acceptance Principal Principal Amount Expected to be CUSIP/ISIN Title of Priority Amount Tendered by the Accepted Pursuant to Number Security Level Outstanding Expiration Date the Exchange Offer Proration Factor(3) 92343VAP9 6.90% notes 1 $1,250,000,000 $773,422,000 $773,422,000 100% due 2038(1) 92343VAK0 6.40% notes 2 $1,750,000,000 $883,625,000 $883,625,000 100% due 2038(1) 92343VBS2 6.40% notes 3 $4,355,455,000 $2,330,674,000 $2,159,481,000 92.68% due 2033(1) 92343VAF1 6.25% notes 4 $750,000,000 $308,599,000 $0 N/A due 2037(1) 362320BA0 6.94% 5 $800,000,000 $145,136,000 $0 N/A debentures due 2028(2) Old Notes included in the 2055 Exchange Offer: Principal Amount Principal Principal Amount Expected to be CUSIP Title of Amount Tendered by the Accepted Pursuant to Number Security Outstanding Expiration Date the Exchange Offer Proration Factor(3) 92343VBT0 6.55% notes $10,669,606,000 $4,652,391,000 $4,084,302,000 87.81% due 2043(1) _____________ (1) Issued by Verizon.(2) Issued by GTE Corporation, a subsidiary of Verizon.(3) Proration factor is rounded to the nearest hundreth. Based on the aggregate principal amount of Old Notes validly tendered (and not validly withdrawn) inthe Exchange Offers and in accordance with the terms of the Exchange Offers, Verizon expects to accept: (a) all of the tendered 5.15% notes due 2023; (b) (i) all of the tendered 6.90% notes due 2038; (ii) all of the tendered 6.40% notes due 2038; (iii) after giving effect to proration and rounding, $2,159,481,000 aggregate principal amount of the tendered 6.40% notes due 2033, with a proration factor for such series of Old Notes equal to approximately 92.68%; (iv) none of the tendered 6.25% notes due 2037; and (v) none of the tendered 6.94% debentures due 2028; and (c) after giving effect to proration and rounding, $4,084,302,000 aggregate principal amount of the tendered 6.55% notes due 2043, with a proration factor for such series of Old Notes equal to approximately 87.81%. The settlement date for the Exchange Offers is expected to be March 13, 2015.Verizon expects that it will issue $2,868,704,000 aggregate principal amount ofNew Notes due 2036, $5,000,000,000 aggregate principal amount of New Notes due2048 and $5,499,999,000 aggregate principal amount of New Notes due 2055, insatisfaction of the exchange offer consideration on such tendered Old Notes(not including accrued and unpaid interest on the Old Notes, which will bepayable by Verizon in addition to the applicable exchange offer consideration).Verizon will not receive any cash proceeds from the Exchange Offers. Verizon today announced that the Accounting Treatment Condition (as describedin the Offering Memorandum) as well as certain customary conditions to theExchange Offers, including the absence of certain adverse legal and marketdevelopments, have been satisfied. No Exchange Offer is conditioned upon anyminimum amount of Old Notes being tendered or the consummation of any otherExchange Offer, and, subject to applicable law, each Exchange Offer may beamended, extended or terminated individually. The Exchange Offers were extended only (1) to holders of Old Notes that are"Qualified Institutional Buyers" as defined in Rule 144A under the U.S.Securities Act of 1933, as amended (the "U.S. Securities Act"), in a privatetransaction in reliance upon the exemption from the registration requirementsof the U.S. Securities Act provided by Section 4(a)(2) thereof and (2) outsidethe United States, to holders of Old Notes other than "U.S. persons" (asdefined in Rule 902 under Regulation S of the U.S. Securities Act) and who arenot acquiring New Notes for the account or benefit of a U.S. person, inoffshore transactions in compliance with Regulation S under the U.S. SecuritiesAct, and who are "Non-U.S. qualified offerees" (as defined in the OfferingMemorandum) (each of the foregoing, an "Eligible Holder"), and in each case whohave certified in an eligibility letter certain matters to Verizon, includingthe above status. Only Eligible Holders who had completed and returned aneligibility letter were authorized to receive the Offering Memorandum and toparticipate in the Exchange Offers. If and when issued, the New Notes will not be registered under the U.S.Securities Act or any state securities laws. Therefore, the New Notes may notbe offered or sold in the United States absent registration or an applicableexemption from the registration requirements of the U.S. Securities Act and anyapplicable state securities laws. Verizon will enter into a registration rightsagreement with respect to the New Notes. The lead dealer managers for the Exchange Offers were Barclays Capital Inc.,Goldman, Sachs & Co. and BofA Merrill Lynch. The co-dealer managers for theExchange Offers, including five minority-, veteran- and women-owned firms, wereCredit Suisse Securities (USA) LLC, Mitsubishi UFJ Securities (USA), Inc.,Mizuho Securities USA Inc., RBC Capital Markets, LLC, RBS Securities Inc.,Santander Investment Securities Inc., UBS Securities LLC, BNY Mellon CapitalMarkets, LLC, Lloyds Securities Inc., Lebenthal & Co., LLC, Loop CapitalMarkets LLC, Mischler Financial Group, Inc., PNC Capital Markets LLC, Samuel A.Ramirez & Company, Inc., SMBC Nikko Securities America, Inc., U.S. BancorpInvestments, Inc. and The Williams Capital Group, L.P. This press release is not an offer to sell or a solicitation of an offer to buyany security. The Exchange Offers are being made solely by the OfferingMemorandum and only to such persons and in such jurisdictions as is permittedunder applicable law. This communication has not been approved by an authorized person for thepurposes of Section 21 of the Financial Services and Markets Act 2000, asamended (the "FSMA"). Accordingly, this communication is not being directed atpersons within the United Kingdom save in circumstances where section 21(1) ofthe FSMA does not apply. In particular, this communication is only addressed to and directed at: (A) inany Member State of the European Economic Area that has implemented theProspectus Directive (as defined below), qualified investors in that MemberState within the meaning of the Prospectus Directive and (B) (i) persons thatare outside the United Kingdom or (ii) persons in the United Kingdom fallingwithin 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 within Article 43 of the FinancialPromotion Order, or to other persons to whom it may otherwise lawfully becommunicated by virtue of an exemption to Section 21(1) of the FSMA orotherwise in circumstance where it does not apply (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 Noteswill be engaged in only with, relevant persons. Any person who is not arelevant person should not act or rely on the Offering Memorandum or any of itscontents. For purposes of the foregoing, the "Prospectus Directive" means theProspectus Directive 2003/71/EC, as amended, including pursuant to Directive2010/73/EU. Cautionary Statement Regarding Forward-Looking Statements In this communication we have made forward-looking statements. Thesestatements are based on our estimates and assumptions and are subject to risksand uncertainties. Forward-looking statements include the informationconcerning our possible or assumed future results of operations.Forward-looking statements also include those preceded or followed by the words"anticipates," "believes," "estimates," "hopes" or similar expressions. Forthose statements, we claim the protection of the safe harbor forforward-looking statements contained in the Private Securities LitigationReform Act of 1995. The following important factors, along with those discussedin our filings with the Securities and Exchange Commission (the "SEC"), couldaffect future results and could cause those results to differ materially fromthose expressed in the forward-looking statements: adverse conditions in theU.S. and international economies; the effects of competition in the markets inwhich we operate; material changes in technology or technology substitution;disruption of our key suppliers' provisioning of products or services; changesin the regulatory environment in which we operate, including any increase inrestrictions on our ability to operate our networks; breaches of network orinformation technology security, natural disasters, terrorist attacks or actsof war or significant litigation and any resulting financial impact not coveredby insurance; our high level of indebtedness; an adverse change in the ratingsafforded our debt securities by nationally accredited ratings organizations oradverse conditions in the credit markets affecting the cost, including interestrates, and/or availability of further financing; material adverse changes inlabor matters, including labor negotiations, and any resulting financial and/oroperational impact; significant increases in benefit plan costs or lowerinvestment returns on plan assets; changes in tax laws or treaties, or in theirinterpretation; changes in accounting assumptions that regulatory agencies,including the SEC, may require or that result from changes in the accountingrules or their application, which could result in an impact on earnings; andthe inability to implement our business strategies.

CONTACT: Bob Varettoni, 908-559-6388, [email protected]