Verizon Announces Pricing of Tender Offer

Verizon Announces Pricing 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 pricing of its previously announced cash tender offer for any andall 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;(1) * $1,300,000,000 outstanding aggregate principal amount of Verizon 8.75% Notes due 2018; * $300,000,000 outstanding aggregate principal amount of Alltel Corporation 7.00% Debentures due 2016; * $1,250,000,000 outstanding aggregate principal amount of Verizon 5.55% Notes due 2016; * $750,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes due 2017; * $600,000,000 outstanding aggregate principal amount of GTE Corporation 6.84% Debentures due 2018; * $1,500,000,000 outstanding aggregate principal amount of Verizon 6.10% Notes due 2018; and * $1,500,000,000 outstanding aggregate principal amount of 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 redemptionmay not be tendered in connection with the Offer. As a result, only $1.00billion in aggregate principal amount of Cellco 8.50% Notes is available to betendered in connection with the Offer. On March 10, 2014, Verizon commenced the Offers for any and all of the Notes inaccordance with the terms and conditions set forth in the Offer to Purchase,dated March 10, 2014, relating thereto (the "Offer to Purchase"). For each $1,000 principal amount of each series of Notes validly tendered andaccepted, the holders will receive the applicable purchase price specified inthe table below (the "Purchase Price"). As further described in the Offer toPurchase, the applicable Purchase Price for each series of Notes was calculatedbased upon a yield to maturity of such Notes equal to the yield to maturity ofthe applicable UST reference security, based on the bid-side price of such USTreference security as displayed on Bloomberg Reference Page "FIT1" as of 2:00p.m., New York City Time, on Monday, March 17, 2014 (the "Reference Yield") asspecified in the table below, plus the applicable fixed spread as specified inthe table below. The calculation of each Purchase Price assumes a settlementdate of March 19, 2014, the expected settlement date for the Offers. Principal Financing Notes CUSIP/ISIN Amount UST Reference Reference Fixed Purchase Condition Number(s) Outstanding Security Yield Spread Price(2) Acceptance (Basis Priority Points) Level 8.50% 92344SAK6 1.500% dueNotes due 2018 92344SAG5 $1,000,000,000(1) February 28, 1.554% +60 $1,279.63 1 USU9220QAD61 2019 8.75% 1.500% dueNotes due 2018 92343VAQ7 $1,300,000,000 February 28, 1.554% +60 $1,288.35 2 2019 7.00% 0.250% dueDebentures due 020039AE3 $300,000,000 February 29, 0.351% +30 $1,125.26 3 2016 2016 5.55% 0.250% dueNotes due 2016 92343VAC8 $1,250,000,000 February 29, 0.351% +25 $1,093.62 4 2016 5.50% 0.625% dueNotes due 2017 92343VAG9 $750,000,000 February 15, 0.728% +30 $1,133.22 5 2017 6.84%Debentures due 1.500% due 2018 362320AZ6 $600,000,000 February 28, 1.554% +25 $1,196.85 6 2019 6.10% 1.500% dueNotes due 2018 92343VAM6 $1,500,000,000 February 28, 1.554% +20 $1,170.07 7 2019 5.50% 1.500% dueNotes due 2018 92343VAL8 $1,500,000,000 February 28, 1.554% +5 $1,146.91 8 2019 (1) Reflects the partial redemption issued for this series of Notes, asdescribed above. (2) Per $1,000 principal amount of Notes. Holders whose Notes are accepted for purchase will receive, in addition to theapplicable Purchase Price, accrued and unpaid interest from the last interestpayment date to, but not including, the date on which such Notes are purchased. The applicable Purchase Price and the Reference Yield for each referencesecurity were calculated in accordance with the Offer to Purchase. Holders mustvalidly tender and not validly withdraw their Notes, and have their Notesaccepted for purchase in the Offers, at or prior to the Expiration Time (asdefined below) in order to be eligible to receive the applicable PurchasePrice. The Offer for each series of Notes is conditioned upon the satisfactionof certain conditions as set forth in the Offer to Purchase, including afinancing condition. Verizon reserves the right to waive any and all conditionsto an Offer with respect to one or more series of Notes. Subject to applicablelaw, Verizon may also terminate, extend or amend an Offer with respect to oneor more series of Notes at any time at or before the Expiration Time in itssole discretion. The Offers are scheduled to expire at 5:00 p.m., New York City Time, on Monday,March 17, 2014, unless extended or earlier terminated by Verizon (the"Expiration Time"). Tendered Notes may be withdrawn at any time at or prior tothe Expiration Time. Upon the terms and conditions described in the Offer to Purchase, payment forNotes accepted for purchase will be made promptly after the Expiration Time. Verizon has retained Citigroup Global Markets Inc., Mitsubishi UFJ Securities(USA), Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC to act asthe dealer managers (together, the "Dealer Managers") for the Offers. GlobalBondholder Services Corporation will act as the Information Agent and theDepositary for the Offers. Questions regarding the Offers should be directed toCitigroup 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 Fargo Securities, LLC at (866)309-6316 (toll-free) or (704) 410-4760 (collect). Requests for documentationshould 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 notan offer to purchase or a solicitation of an offer to purchase with respect toany Notes. The Offers are being made solely pursuant to the Offer to Purchaseand related documents. The Offers are not being made to holders of Notes in anyjurisdiction in which the making or acceptance thereof would not be incompliance with the securities, blue sky or other laws of such jurisdiction. Inany jurisdiction in which the securities laws or blue sky laws require theOffers to be made by a licensed broker or dealer, the Offers will be deemed tobe made on behalf of Verizon by the Dealer Managers or one or more registeredbrokers or dealers that are licensed under the laws of such jurisdiction. Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in New York, is aglobal leader in delivering broadband and other wireless and wirelinecommunications services to consumer, business, government and wholesalecustomers. Verizon Wireless operates America's most reliable wireless network,with nearly 103 million retail connections nationwide. Verizon also providesconverged communications, information and entertainment services over America'smost advanced fiber-optic network, and delivers integrated business solutionsto customers in more than 150 countries. A Dow 30 company with more than $120billion in 2013 revenues, Verizon employs a diverse workforce of 176,800. Formore information, visit http://www.verizon.com/. VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches andbiographies, media contacts, high-quality video and images, and otherinformation are available at Verizon's News Center on the World Wide Web atwww.verizon.com/news. To receive news releases by email, visit the News Centerand register for customized automatic delivery of Verizon news releases. 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 contact: Bob Varettoni, +1-908-559-6388,[email protected]