Verizon Announces Early Tender Results of Exchange Offer

Verizon Announces Early Tender Results of Exchange Offer NEW YORK, June 12, 2014 -- Verizon Communications Inc. ("Verizon") (NYSE,NASDAQ: VZ; LSE: VZC) today announced the early tender results of itspreviously announced private offer to exchange (the "Exchange Offer") up to allof Cellco Partnership's and Verizon Wireless Capital LLC's £600,000,000outstanding aggregate principal amount of 8.875% Notes due December 18, 2018(the "Existing Notes") for Verizon's new sterling-denominated 4.073% notes due2024 (the "New Notes") and an amount of cash. Based on information provided by Lucid Issuer Services Limited, the exchangeagent and information agent for the Exchange Offer, the aggregate principalamount of Existing Notes validly tendered for exchange and not validlywithdrawn at or prior to the early participation date for the Exchange Offer(11:59 p.m. (New York time) on June 11, 2014) was £540,551,000.00, which willsatisfy the minimum issue condition of the Exchange Offer. The accountingtreatment condition of the Exchange Offer also has been satisfied. All of suchtendered Existing Notes have been accepted for exchange. The early settlement date is expected to be June 18, 2014, and will apply toall Existing Notes validly tendered, and not validly withdrawn, as of the earlyparticipation date, and accepted for exchange pursuant to the terms andconditions of the Exchange Offer. Verizon expects that it will issue £678,369,000.00 aggregate principal amount of New Notes, and will make a cashpayment in the aggregate amount of £21,747,249.69, in satisfaction of the totalexchange price on such tendered Existing Notes (not including accrued andunpaid interest on the Existing Notes, which will be payable by Verizon inaddition to the total exchange price). In accordance with the terms of the Exchange Offer, tendered Existing Notes mayno longer be withdrawn, except in certain limited circumstances whereadditional withdrawal rights are required by law. The Exchange Offer willexpire at the expiration date (11:59 p.m. (New York time) on June 25, 2014),unless extended by Verizon. The final settlement date is expected to be June27, 2014, and will apply to all Existing Notes validly tendered after the earlyparticipation date, but at or prior to the expiration date, and accepted forexchange pursuant to the terms and conditions of the Exchange Offer. The complete terms of the Exchange Offer are described in the confidentialexchange offer memorandum, dated May 29, 2014 (the "Exchange OfferMemorandum"). Verizon reserves the right, subject to applicable law, to extend,terminate or otherwise amend the terms of the Exchange Offer. The Exchange Offer is being conducted by Verizon upon the terms and subject tothe conditions set forth in the Exchange Offer Memorandum. The Exchange Offeris being extended only (1) to holders of Existing Notes that are "QualifiedInstitutional Buyers" as defined in Rule 144A under the U.S. Securities Act of1933, as amended (the "U.S. Securities Act"), in a private transaction inreliance upon the exemption from the registration requirements of the U.S.Securities Act provided by Section 4(a)(2) thereof and (2) outside the UnitedStates, to holders of Existing Notes other than "U.S. persons" (as defined inRule 902 under Regulation S of the U.S. Securities Act) and who are notacquiring New Notes for the account or benefit of a U.S. person, in offshoretransactions in compliance with Regulation S under the U.S. Securities Act, andwho are "Non-U.S. qualified offerees" (as defined in the Exchange OfferMemorandum) (each of the foregoing, an "Eligible Holder"). Eligible Holders are advised to check with any bank, securities broker or otherintermediary through which they hold Existing Notes as to when suchintermediary needs to receive instructions from an Eligible Holder in order forthat Eligible Holder to be able to participate in, or (in the circumstances inwhich revocation is permitted) revoke their instruction to participate in, theExchange Offer before the deadlines specified herein and in the Exchange OfferMemorandum. The deadlines set by each clearing system for the submission andwithdrawal of exchange instructions will also be earlier than the relevantdeadlines specified herein and in the Exchange Offer Memorandum. 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. This press release is not an offer to sell or a solicitation of an offer to buyany security. The Exchange Offer is being made solely by the Exchange OfferMemorandum 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 Exchange Offer Memorandum or anyof its contents. For purposes of the foregoing, the "Prospectus Directive"means the Prospectus Directive 2003/71/EC, as amended, including pursuant toDirective 2010/73/EU. Cautionary Statement Regarding Forward-Looking Statements In this communication we have made forward-looking statements. These statementsare based on our estimates and assumptions and are subject to risks anduncertainties. Forward-looking statements include the information concerningour possible or assumed future results of operations. Forward-lookingstatements also include those preceded or followed by the words "anticipates,""believes," "estimates," "hopes" or similar expressions. For those statements,we claim the protection of the safe harbor for forward-looking statementscontained in the Private Securities Litigation Reform Act of 1995. Thefollowing important factors, along with those discussed in our filings with theSecurities and Exchange Commission (the "SEC"), could affect future results andcould cause those results to differ materially from those expressed in theforward-looking statements: the ability to realize the expected benefits of ourtransaction with Vodafone in the timeframe expected or at all; an adversechange in the ratings afforded our debt securities by nationally accreditedratings organizations or adverse conditions in the credit markets affecting thecost, including interest rates, and/or availability of further financing;significantly increased levels of indebtedness as a result of the Vodafonetransaction; changes in tax laws or treaties, or in their interpretation;adverse conditions in the U.S. and international economies; material adversechanges in labor matters, including labor negotiations, and any resultingfinancial and/or operational impact; material changes in technology ortechnology substitution; disruption of our key suppliers' provisioning ofproducts or services; changes in the regulatory environment in which weoperate, including any increase in restrictions on our ability to operate ournetworks; breaches of network or information technology security, naturaldisasters, terrorist attacks or acts of war or significant litigation and anyresulting financial impact not covered by insurance; the effects of competitionin the markets in which we operate; changes in accounting assumptions thatregulatory agencies, including the SEC, may require or that result from changesin the accounting rules or their application, which could result in an impacton earnings; significant increases in benefit plan costs or lower investmentreturns on plan assets; and the inability to implement our business strategies. SOURCE Verizon Communications Inc.

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