Verizon Announces Exchange Offers

Verizon Announces Exchange Offers for Certain Outstanding Notes From Eligible Holders NEW YORK, July 23, 2014 -- Verizon Communications Inc. ("Verizon")(NYSE, NASDAQ: VZ; LSE: VZC) today announced the commencement of elevenseparate private offers to exchange (the "Exchange Offers") specified series ofdebt securities issued by Verizon and by Alltel Corporation (an indirect whollyowned subsidiary of Verizon) (collectively, the "Old Notes") for new debtsecurities to be issued by Verizon (the "New Notes") in accordance with theterms of the Exchange Offers. The Exchange Offers consist of the following: (a) (i) an offer to exchange the 2.500% notes due 2016 of Verizon; and (ii) an offer to exchange the 3.650% notes due 2018 of Verizon, in each case, for new notes due 2020 of Verizon (the "New Notes due 2020"),provided that the principal amount of New Notes due 2020 to be issued in suchExchange Offers on an aggregate basis shall not exceed $2,000,000,000 (the"2020 Maximum Exchange Amount") (collectively, the "2020 Exchange Offers"); (b) (i) an offer to exchange the 7.350% notes due 2039 of Verizon; (ii) an offer to exchange the 7.875% debentures due 2032 of Alltel Corporation; (iii) an offer to exchange the 7.750% notes due 2032 of Verizon; (iv) an offer to exchange the 7.750% notes due 2030 of Verizon; (v) an offer to exchange the 6.800% debentures due 2029 of Alltel Corporation; and (vi) an offer to exchange the 6.400% notes due 2033 of Verizon, in each case, for new notes due 2046 of Verizon (the "New Notes due 2046"),provided that the principal amount of New Notes due 2046 to be issued in suchExchange Offers on an aggregate basis shall not exceed $4,500,000,000 (the"2046 Maximum Exchange Amount") (collectively, the "2046 Exchange Offers"); and (c) (i) an offer to exchange the 6.550% notes due 2043 of Verizon; (ii) an offer to exchange the 6.900% notes due 2038 of Verizon; and (iii) an offer to exchange the 6.400% notes due 2038 of Verizon, in each case, for new notes due 2054 of Verizon (the "New Notes due 2054"),provided that the principal amount of New Notes due 2054 to be issued in suchExchange Offers on an aggregate basis shall not exceed $5,500,000,000 (the"2054 Maximum Exchange Amount") (collectively, the "2054 Exchange Offers").Each of the 2020 Maximum Exchange Amount, the 2046 Maximum Exchange Amount andthe 2054 Maximum Exchange Amount is referred to herein as a "Maximum ExchangeAmount." The Exchange Offers are being conducted by Verizon upon the terms and subjectto the conditions set forth in a confidential offering memorandum, dated July23, 2014 (the "Offering Memorandum"). The table below lists the series of Old Notes included in the 2020 ExchangeOffers: CUSIP Title Principal Reference U.S.Number of Security Amount Treasury Security Outstanding 92343VBN3 2.500% notes due 2016 $4,250,000,000 0.500% due 6/30/1692343VBP8 3.650% notes due 2018 $4,750,000,000 1.625% due 6/30/19 Bloomberg Fixed Acceptance Early Participation HypotheticalReference Spread Priority Payment(1) Total ExchangePage (basis points) Level Price(1)(2) FIT1 +35 1 $50.00 $1,034.02FIT1 +10 2 $50.00 $1,073.27 The table below lists the series of Old Notes included in the 2046 Exchange Offers: CUSIP/ISINNumber Title of Security Principal Reference U.S. Amount Treasury Security Outstanding 92343VAU8 7.350% notes due 2039(3) $1,000,000,000 3.625% due 2/15/44020039DC4 7.875% debentures due 2032(4) $700,000,000 3.625% due 2/15/4492344GAS5 7.750% notes due 2032(3) $400,000,000 3.625% due 2/15/4492344GAM892344GAC0U92207AC0/ 7.750% notes due 2030(3) $2,000,000,000 3.625% due 2/15/44USU92207AC07020039AJ2 6.800% debentures due 2029(4) $300,000,000 3.625% due 2/15/4492343VBS2 6.400% notes due 2033(3) $6,000,000,000 3.625% due 2/15/44 Bloomberg Fixed Acceptance Early HypotheticalReference Spread Priority Participation TotalPage (basis points) Level Payment(1) Exchange Price(1)(2) FIT1 +150 1 $50.00 $1,372.00FIT1 +115 2 $50.00 $1,424.20FIT1 +115 3 $50.00 $1,408.18FIT1 +110 4 $50.00 $1,391.25FIT1 +110 5 $50.00 $1,261.87FIT1 +115 6 $50.00 $1,253.88 The table below lists the series of Old Notes included in the 2054 ExchangeOffers: CUSIP Title of Security Principal Reference U.S.Number Amount Treasury Security Outstanding 92343VBT0 6.550% notes due 2043 $15,000,000,000 3.625% due 2/15/4492343VAP9 6.900% notes due 2038 $1,250,000,000 3.625% due 2/15/4492343VAK0 6.400% notes due 2038 $1,750,000,000 3.625% due 2/15/44 Bloomberg Fixed Acceptance Early HypotheticalReference Spread Priority Participation TotalPage (basis points) Level Payment(1) Exchange Price(1)(2) FIT1 +150 1 $50.00 $1,279.07FIT1 +140 2 $50.00 $1,317.86FIT1 +140 3 $50.00 $1,245.81 (1) Payable in principal amount of the applicable series of New Notes pereach $1,000 principal amount of the specified series of Old Notes validlytendered and not validly withdrawn at or prior to the Early Participation Date(as defined below) and accepted for exchange. (2) Hypothetical Total Exchange Price (as defined below) is based on thefixed spread for the applicable series of Old Notes to the yield of theReference U.S. Treasury Security for that series as of 11:00 a.m. (New YorkCity time) on July 22, 2014. The information provided in the above tables isfor illustrative purposes only. Verizon makes no representation with respectto the actual consideration that may be paid, and such amounts may be greateror less than those shown in the above table depending on the yield of theapplicable Reference U.S. Treasury Security as of the Price Determination Date(as defined below). Eligible Holders (as defined below) who validly tender OldNotes of any particular series after the Early Participation Date, but at orprior to the Expiration Date (as defined below), will receive the TotalExchange Price for such series minus the applicable Early Participation Paymentset forth above (the "Exchange Price"). (3) Issued by Verizon. (4) Issued by Alltel Corporation. Subject to the terms and conditions of the Exchange Offers, we will accept forexchange the Old Notes of any series validly tendered in the 2020 ExchangeOffers, the 2046 Exchange Offers and the 2054 Exchange Offers, respectively, inaccordance with the applicable "Acceptance Priority Level" (in numericalpriority order) for such series as set forth in the corresponding table forsuch group of Exchange Offers above (each, an "Acceptance Priority Level"),with Acceptance Priority Level 1 being the highest priority level. All OldNotes validly tendered in the Exchange Offers subject to a particular MaximumExchange Amount that have a higher Acceptance Priority Level will be acceptedfor exchange before any validly tendered Old Notes in the Exchange Offerssubject to the same Maximum Exchange Amount that have a lower AcceptancePriority Level are accepted. If the remaining available portion of theapplicable Maximum Exchange Amount is not adequate to permit the acceptance forexchange of all of the validly tendered Old Notes having a particularAcceptance Priority Level, we will allocate such available Maximum ExchangeAmount among the aggregate principal amount of such validly tendered Old Noteshaving such Acceptance Priority Level on a pro rata basis, and any validlytendered Old Notes having a lower Acceptance Priority Level will not beaccepted for exchange. The Exchange Offers will expire at 11:59 p.m. (New York City time) on August19, 2014, unless extended by Verizon (the "Expiration Date"). The TotalExchange Price for each series of Old Notes, as well as the coupon rate foreach series of New Notes, will be calculated at 11:00 a.m. (New York City time)on August 5, 2014, unless extended by Verizon (the "Price DeterminationDate"). Eligible Holders that validly tender and do not validly withdraw their OldNotes at or prior to 5:00 p.m. (New York City time) on August 5, 2014 (unlessextended by Verizon, the "Early Participation Date") will be eligible toreceive the applicable Total Exchange Price, which includes the applicableearly participation payment for the tendered Old Notes as set forth in thecorresponding tables above (the "Early Participation Payment"). EligibleHolders of Old Notes who validly tender after the Early Participation Date, butat or prior to the Expiration Date, will be eligible to receive the applicableExchange Price, which is the applicable Total Exchange Price minus theapplicable Early Participation Payment. For each series of Old Notes, the TotalExchange Price and Exchange Price will be paid in a principal amount ofapplicable New Notes equal to such Total Exchange Price or Exchange Price,respectively. Tenders of Old Notes in the Exchange Offers may be validly withdrawn at anytime at or prior to 5:00 p.m. (New York City time) on August 5, 2014, unlessextended by Verizon (the "Withdrawal Date"), but not thereafter, unlessadditional withdrawal rights are required by law. Subject to applicable law,Verizon, in its sole discretion, may extend the Early Participation Date or theExpiration Date for any reason, with or without extending the Withdrawal Date. The "Total Exchange Price" per $1,000 principal amount of each series of OldNotes will be equal to the price (rounded to the nearest cent per $1,000principal amount of Old Notes), determined in accordance with standard marketpractice, as described in the Offering Memorandum, that equates to the yield tomaturity (the "Exchange Offer Yield") equal to the sum of: (i) the yield, as calculated by the lead dealer managers for the ExchangeOffers in accordance with standard market practice, that equates to thebid-side price of the Reference U.S. Treasury Security specified in thecorresponding tables above for such series of Old Notes appearing at the PriceDetermination Date on the Bloomberg reference page specified in thecorresponding tables above for such series of Old Notes (or any otherrecognized quotation source selected by the lead dealer managers in their solediscretion if such quotation report is not available or manifestly erroneous)plus (ii) the fixed spread specified in the corresponding tables above for suchseries of Old Notes. In addition to the applicable Total Exchange Price or applicable ExchangePrice, Eligible Holders whose Old Notes are accepted for exchange will be paidaccrued and unpaid interest on such Old Notes to, but not including, theSettlement Date. Each series of New Notes will bear interest at a rate per annum equal to thesum of (i) the yield of the applicable Reference U.S. Treasury Security, ascalculated by the lead dealer managers in accordance with standard marketpractice, that equates to the bid-side price of such applicable Reference U.S.Treasury Security appearing at the Price Determination Date on the applicableBloomberg reference page, or any other recognized quotation source selected bythe lead dealer managers in their sole discretion if such quotation report isnot available or manifestly erroneous, plus (ii) the applicable spread for suchseries of New Notes, such sum rounded to the third decimal place when expressedas a percentage. The applicable Reference U.S. Treasury Security, applicableBloomberg reference page and applicable spread for each series of New Notes areas follows: New Notes Reference U.S. Bloomberg Reference Page Spread (basis points) Treasury Security New Notes due 2020 1.625% due 6/30/19 FIT1 +95New Notes due 2046 3.625% due 2/15/44 FIT1 +155New Notes due 2054 3.625% due 2/15/44 FIT1 +170 Consummation of the Exchange Offers is subject to the satisfaction of certainconditions, including (1) certain customary conditions, including the absenceof certain adverse legal and market developments, (2) where applicable, theYield Condition (as described in the Offering Memorandum) and (3) theAccounting Treatment Condition (as described in the Offering Memorandum). NoExchange Offer is conditioned upon any minimum amount of Old Notes beingtendered or the consummation of any other Exchange Offer, and, subject toapplicable law, each Exchange Offer may be amended, extended or terminatedindividually. The "Settlement Date" for the Exchange Offers will be promptly following theExpiration Date and is expected to be August 21, 2014, which is the secondbusiness day after the Expiration Date. Verizon will not receive any cashproceeds from the Exchange Offers. The Exchange Offers are being extended only (1) to holders of Old Notes thatare "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 have completed and returned aneligibility letter are authorized to receive the Offering Memorandum and toparticipate in the Exchange Offers. Holders of Old Notes who desire a copy ofthe eligibility letter may contact Global Bondholder Services Corporationtoll-free at (866) 470-3800 or at (212) 430-3774 (banks and brokerage firms). Eligible Holders are advised to check with any bank, securities broker or otherintermediary through which they hold Old Notes as to when such intermediaryneeds to receive instructions from an Eligible Holder in order for thatEligible Holder to be able to participate in, or (in the circumstances in whichrevocation is permitted) revoke their instruction to participate in, theExchange Offers before the deadlines specified herein and in the OfferingMemorandum. 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 Offering 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. Verizon will enter into a registration rightsagreement with respect to the New Notes. 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: 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]