Verizon Announces Exchange Offer

Verizon Announces Exchange Offer for Certain Outstanding Verizon Wireless Notes From Eligible Holders NEW YORK, May 29, 2014 -- Verizon Communications Inc. ("Verizon") (NYSE,NASDAQ: VZ; LSE: VZC) today announced the commencement of a private offer toexchange (the "Exchange Offer") up to all of Cellco Partnership's and VerizonWireless Capital LLC's (together, "Verizon Wireless") £600,000,000 outstandingaggregate principal amount of 8.875% Notes due December 18, 2018 (the "ExistingNotes") for Verizon's new sterling-denominated notes due 2024 (the "New Notes")and an amount of cash. The Exchange Offer is conditioned on at least £300,000,000 aggregate principal amount of Existing Notes- being validlytendered. The Exchange Offer will expire at 11:59 p.m. (New York time) on June 25, 2014,unless extended by Verizon (the "Expiration Date"). Tenders of Existing Notesin the Exchange Offer may be validly withdrawn at any time at or prior to 11:59p.m. (New York time) on June 11, 2014, unless extended by Verizon, but notthereafter, unless additional withdrawal rights are required by law. The pricefor each £1,000 principal amount of Existing Notes tendered in the ExchangeOffer will be calculated at 12:00 noon (London time) on June 11, 2014, unlessextended by Verizon (the "Price Determination Date"). The Exchange Offer is being conducted by Verizon upon the terms and subject tothe conditions set forth in a confidential exchange offer memorandum, dated May29, 2014 (the "Exchange Offer Memorandum"). The Exchange Offer is beingextended 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"). The complete terms of the Exchange Offer are described in the Exchange OfferMemorandum. Eligible Holders that validly tender and do not validly withdrawtheir Existing Notes at or prior to 11:59 p.m. (New York time) on June 11, 2014(unless extended by Verizon, the "Early Participation Date") will receive theTotal Exchange Price, which includes an early exchange premium of £50.00principal amount of New Notes in respect of each £1,000 principal amount ofExisting Notes tendered, as described in the Exchange Offer Memorandum.Eligible Holders of Existing Notes who tender after the Early ParticipationDate, but at or prior to the Expiration Date, will receive the Exchange Price,which is the Total Exchange Price minus the early exchange premium. Verizonreserves the right, subject to applicable law, to extend, terminate orotherwise amend the terms of the Exchange Offer. The following table sets forth information regarding the Exchange Offer: Principal Exchange Bloomberg ISIN Amount Reference ReferenceExisting Notes Number Outstanding Security Page 8.875% Notes due 18December 2018, issued by XS040587667 £600,000,000 UKT 5.00% due DMO 2Verizon Wireless 7 March 2018 Composition of Hypothetical Total Exchange Price Exchange Spread Hypothetical Total Exchange Cash Hypothetical New Notes(Basis Points) New Notes Price(1,2,3) Amount(1,4) Amount(1,2,5) Notes due+40 2024 £1,300.37 £80 £1,220.37 issued by Verizon (1) Hypotheticals are shown for illustrative purposes only. The actual TotalExchange Price, the actual New Notes Amount and, if applicable, the AdjustedCash Amount (each as defined in the Exchange Offer Memorandum) will bedetermined on the Price Determination Date. (2) Includes the early exchange premium of £50.00 principal amount of New Notesin respect of each £1,000 principal amount of Existing Notes tendered at orprior to the Early Participation Date and accepted for exchange. (3) Sum of the Cash Amount (as defined in the Exchange Offer Memorandum) andthe hypothetical New Notes Amount in respect of each £1,000 principal amount ofExisting Notes accepted for exchange. (4) The Cash Amount payable as a portion of the Total Exchange Price in respectof each £1,000 principal amount of Existing Notes accepted for exchange. TheCash Amount excludes accrued and unpaid interest on the Existing Notes, whichwill be payable in addition to the Total Exchange Price. The Cash Amount issubject to adjustment as described in the Exchange Offer Memorandum. (5) Hypothetical principal amount of New Notes to be issued in respect of each£1,000 principal amount of Existing Notes validly tendered at or prior to theEarly Participation Date and accepted for exchange. Subject to adjustment asdescribed in the Exchange Offer Memorandum. The New Notes will bear interest at a rate per annum equal to the sum of (i)the yield of the 2.25% United Kingdom Treasury Bond due September 7, 2023, ascalculated by the lead dealer manager in accordance with standard marketpractice, as of the Price Determination Date, appearing on the U.K. DMO 2 Pageas displayed on the Bloomberg Pricing Monitor, or any other recognizedquotation source selected by the lead dealer manager in its sole discretion ifsuch quotation report is not available or manifestly erroneous plus (ii) theNew Notes Spread. The New Notes Spread will be the number of basis pointsdetermined, in the sole discretion of Verizon, at or around 11:00 a.m. (Londontime) on June 2, 2014, but shall be equal to or greater than 1.30% (130 basispoints). 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. 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 who areinvestment professionals falling within Article 19(5) of the Financial Servicesand Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial PromotionOrder") or within Article 43 of the Financial Promotion Order, or any otherperson to whom it may otherwise lawfully be communicated by virtue of anexemption to Section 21(1) of the Financial Services and Markets Act 2000, asamended, or otherwise in circumstance where it does not apply (such personstogether being referred to as "relevant persons"). The New Notes are onlyavailable to, and any invitation, offer or agreement to subscribe, purchase orotherwise acquire such New Notes will be engaged in only with, relevantpersons. Any person who is not a relevant person should not act or rely on theExchange Offer Memorandum or any of its contents. For purposes of theforegoing, the "Prospectus Directive" means the Prospectus Directive 2003/71/EC, as amended, including pursuant to Directive 2010/73/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: the ability to realize theexpected benefits of our transaction with Vodafone in the timeframe expected orat all; an adverse change in the ratings afforded our debt securities bynationally accredited ratings organizations or adverse conditions in the creditmarkets affecting the cost, including interest rates, and/or availability offurther financing; significantly increased levels of indebtedness as a resultof the Vodafone transaction; changes in tax laws or treaties, or in theirinterpretation; adverse conditions in the U.S. and international economies;material adverse changes in labor matters, including labor negotiations, andany resulting financial and/or operational impact; material changes intechnology or technology substitution; disruption of our key suppliers'provisioning of products or services; changes in the regulatory environment inwhich we operate, including any increase in restrictions on our ability tooperate our networks; breaches of network or information technology security,natural disasters, terrorist attacks or acts of war or significant litigationand any resulting financial impact not covered by insurance; the effects ofcompetition in the markets in which we operate; changes in accountingassumptions that regulatory agencies, including the SEC, may require or thatresult from changes in the accounting rules or their application, which couldresult in an impact on earnings; significant increases in benefit plan costs orlower investment returns on plan assets; and the inability to implement ourbusiness strategies. SOURCE Verizon Communications Inc.

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