Verizon Announces Expiration of Tender Offer

Verizon Announces Expiration and Final Results of Tender Offer for Eight Tranches of Notes of Verizon and Its Subsidiaries NEW YORK, March 18, 2014 -- Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ)today announced the expiration and final results of its previously announced cash tender offer forany and all of the following series of notes (the "Notes") (for each series of Notes, an "Offer" and,collectively, the "Offers"): -- $1,000,000,000 outstanding aggregate principal amount of Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018 (the "Cellco 8.50% Notes");(1)-- $1,300,000,000 outstanding aggregate principal amount of Verizon 8.75% Notes due 2018 (the "Verizon 8.75% Notes");-- $300,000,000 outstanding aggregate principal amount of Alltel Corporation 7.00% Debentures due 2016 (the "Alltel 7.00% Debentures");-- $1,250,000,000 outstanding aggregate principal amount of Verizon 5.55% Notes due 2016 (the "Verizon 5.55% Notes");-- $750,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes due 2017 (the "Verizon 5.50% Notes due 2017");-- $600,000,000 outstanding aggregate principal amount of GTE Corporation 6.84% Debentures due 2018 (the "GTE 6.84% Debentures");-- $1,500,000,000 outstanding aggregate principal amount of Verizon 6.10% Notes due 2018 (the "Verizon 6.10% Notes"); and-- $1,500,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes due 2018 (the "Verizon 5.50% Notes due 2018"). (1) On February 28, 2014, Cellco Partnership and Verizon Wireless Capital LLCissued a partial redemption for $1.25 billion of the $2.25 billion outstandingaggregate principal amount of the Cellco 8.50% Notes. In accordance with DTCprocedures, the Cellco 8.50% Notes that are subject to this partial redemptionwere not available to be tendered in connection with the Offer. As a result, only$1.00 billion in aggregate principal amount of Cellco 8.50% Notes was availableto be tendered in connection with the Offer. The Offers were subject to the terms and conditions set forth in the Offer to Purchase, datedMarch 10, 2014, relating thereto (the "Offer to Purchase"). The Offers expired at 5:00 p.m., NewYork City time, on Monday, March 17, 2014 (the "Expiration Time"). Verizon was advised by Global Bondholder Services Corporation, as the depositary andinformation agent for the Offers ("GBS"), that as of the Expiration Time, the aggregate principalamounts of the Notes specified in the table below were validly tendered and not withdrawn prior tothe Expiration Time. Verizon was also advised by GBS that as of the Expiration Time, theaggregate principal amount of each series of Notes tendered and not withdrawn prior to theExpiration time represented the percentages of the Notes outstanding as specified in the tablebelow. Notes CUSIP/ISIN Principal Principal Amount Number(s) Amount Tendered as Outstanding a Percent of Outstanding 8.50% 92344SAK6 $1,000,000,000(2) 61.94%(3) Notes due 2018 92344SAG5 USU9220QAD61 8.75% 92343VAQ7 $1,300,000,000 43.41% Notes due 2018 7.00% 020039AE3 $300,000,000 52.22% Debentures due 2016 5.55% 92343VAC8 $1,250,000,000 52.13% Notes due 2016 5.50% 92343VAG9 $750,000,000 47.07% Notes due 2017 6.84% 362320AZ6 $600,000,000 44.38% Debentures due 2018 6.10% 92343VAM6 $1,500,000,000 49.83% Notes due 2018 5.50% 92343VAL8 $1,500,000,000 50.86% Notes due 2018 Notes Financing Principal Amount Principal Aggregate Condition Tendered Amount Total Acceptance Accepted Consideration(1) Priority Level 8.50% $619,409,000 $619,409,000 $810,749,258 1 Notes due 2018 8.75% $564,347,000 $564,347,000 $746,005,597 2 Notes due 2018 7.00% $156,672,000 $156,672,000 $176,418,591 3 Debentures due 2016 5.55% $651,676,000 $651,676,000 $716,101,776 4 Notes due 2016 5.50% $353,031,000 $353,031,000 $409,122,919 5 Notes due 2017 6.84% $266,285,000 $266,285,000 $326,494,701 6 Debentures due 2018 6.10% $747,484,000 $747,484,000 $894,113,783 7 Notes due 2018 5.50% $762,942,000 $762,942,000 $878,988,868 8 Notes due 2018 ----------------- (1) For each series of Notes, equals the aggregate total consideration (theapplicable Purchase Price together with accrued and unpaid interest from andincluding the last interest payment date for such series of Notes to, but notincluding, the Settlement Date (as defined below)) to be paid in respect of allNotes of such series accepted for purchase. Amounts rounded to nearest dollar.(2) Reflects the partial redemption issued for this series of Notes, as describedabove.(3) Percentage calculated by dividing the amount of Cellco 8.50% Notes availableto be tendered in the Offer by the aggregate principal amount of Cellco 8.50%Notes validly tendered and not withdrawn as of the Expiration Time. The Offer for each series of Notes was conditioned upon the satisfaction of certain conditions,including a financing condition. The financing condition was met with respect to the Cellco 8.50% Notes, the Verizon 8.75%Notes, the Alltel 7.00% Debentures, the Verizon 5.55% Notes, the Verizon 5.50% Notes due2017, the GTE 6.84% Debentures and the Verizon 6.10% Notes, and it was waived with respectto the Verizon 5.50% Notes due 2018. Verizon accepted for payment all Notes of each seriesvalidly tendered and not validly withdrawn at or prior to the Expiration Time. Payment for Notes accepted will be made on the expected settlement date of March 19, 2014(the "Settlement Date"). On the Settlement Date, for each series of Notes for which the FinancingCondition was satisfied or waived, Verizon, Cellco Partnership and Verizon Wireless Capital LLC,Alltel Corporation and GTE Corporation, as applicable, will pay holders who validly tendered anddid not withdraw their Notes at or prior to the Expiration Time the applicable purchase price, plusaccrued and unpaid interest from and including the last interest payment date for the Notes to,but not including, the Settlement Date. Verizon has retained Citigroup Global Markets Inc., Mitsubishi UFJ Securities (USA), Inc., RBCCapital Markets, LLC and Wells Fargo Securities, LLC to act as the dealer managers (together,the "Dealer Managers") for the Offers. Global Bondholder Services Corporation will act as theInformation Agent and the Depositary for the Offers. Questions regarding the Offers should bedirected to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect),Mitsubishi UFJ Securities (USA), Inc. at (877) 744-4532 (toll-free) or (212) 405-7481 (collect),RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7822 (collect) or Wells FargoSecurities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect). Requests fordocumentation should be directed to Global Bondholder Services Corporation at (866) 470-3800(toll-free) or (212) 430-3774 (collect). This announcement is for informational purposes only. This announcement is not an offer topurchase or a solicitation of an offer to purchase with respect to any Notes. Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in New York, is a globalleader in delivering broadband and other wireless and wireline communications services toconsumer, business, government and wholesale customers. Verizon Wireless operatesAmerica's most reliable wireless network, with nearly 103 million retail connections nationwide.Verizon also provides converged communications, information and entertainment services overAmerica's most advanced fiber-optic network, and delivers integrated business solutions tocustomers in more than 150 countries. A Dow 30 company with more than $120 billion in 2013revenues, Verizon employs a diverse workforce of 176,800. For more information, visitwww.verizon.com. VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches andbiographies, media contacts, high-quality video and images, and other information are available atVerizon's News Center on the World Wide Web at www.verizon.com/news. To receive newsreleases by email, visit the News Center and register for customized automatic delivery of Verizonnews releases. Cautionary Statement Regarding Forward-Looking StatementsIn this communication we have made forward-looking statements. These statements are based onour estimates and assumptions and are subject to risks and uncertainties. Forward-lookingstatements include the information concerning our possible or assumed future results ofoperations. Forward-looking statements also include those preceded or followed by the words"anticipates," "believes," "estimates," "hopes" or similar expressions. For those statements, weclaim the protection of the safe harbor for forward-looking statements contained in the PrivateSecurities Litigation Reform Act of 1995. The following important factors, along with thosediscussed in our filings with the Securities and Exchange Commission (the "SEC"), could affectfuture results and could cause those results to differ materially from those expressed in theforward-looking statements: the ability to realize the expected benefits of our transaction withVodafone in the timeframe expected or at all; an adverse change in the ratings afforded our debtsecurities by nationally accredited ratings organizations or adverse conditions in the creditmarkets affecting the cost, including interest rates, and/or availability of further financing;significantly increased levels of indebtedness as a result of the Vodafone transaction; changes intax laws or treaties, or in their interpretation; adverse conditions in the U.S. and internationaleconomies; material adverse changes in labor matters, including labor negotiations, and anyresulting financial and/or operational impact; material changes in technology or technologysubstitution; disruption of our key suppliers' provisioning of products or services; changes in theregulatory environment in which 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 litigation and any resulting financial impact notcovered by insurance; the effects of competition in the markets in which we operate; changes inaccounting assumptions that regulatory agencies, including the SEC, may require or that resultfrom changes in the accounting rules or their application, which could result in an impact onearnings; significant increases in benefit plan costs or lower investment returns on plan assets;and the inability to implement our business strategies.

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